Introduction and Definitions

 

Introduction: This Terms of Service (“Terms”) is a legal agreement between you (“User” or “you”) and Nuerolytica Consulting Private Limited, a company incorporated under the Companies Act, 2013, with its registered office in Gurugram, Haryana, India (referred to as the “Company”, “Nuerolytica”, “we”, “us”, or “our”). These Terms govern your access to and use of all Nuerolytica services, whether delivered online or offline, including our website, software-as-a-service platforms, enterprise software, Robotics-as-a-Service offerings, artificial intelligence (AI) tools, research reports, consulting services, and any other products or services we provide (collectively, the “Services”). By accessing or using any of our Services, you agree to be bound by these Terms and all policies referenced herein. If you do not agree with these Terms, you must not use the Services or any part thereof.

 

This document is an electronic record in terms of the Information Technology Act, 2000 and applicable rules, and it is generated by a computer system. It does not require any physical or digital signatures to be legally enforceable. Your acceptance of these Terms electronically has the same legal effect as if you signed a written agreement.

 

We also require you to review our Privacy Policy, which describes how we collect, use, and protect your personal data. By agreeing to these Terms or by using our Services, you confirm that you have read and consented to our Privacy Policy and that it is incorporated herein by reference. If you are using the Services on behalf of a company or other legal entity, you represent that you are authorised to bind that entity to these Terms, in which case the term “you” includes the entity.

 

Definitions: In these Terms, unless the context indicates otherwise, the following terms have the meanings set forth below:

• **”Nuerolytica” or the **”Company”****: Refers to Nuerolytica Consulting Private Limited, including its affiliates, successors, and assigns.
• “Services”: Encompasses all solutions and offerings provided by Nuerolytica, online or offline. This includes the use of our website (www.nuerolytica.com) and any subdomains, any software-as-a-service (SaaS) platforms, enterprise or on-premise software provided to clients, robotics-as-a-service (RaaS) solutions, AI and machine learning tools, research reports or deliverables, consulting and deep-tech advisory services, industrial technology solutions, and any related products or support services.
• “User” or “you”: Indicates any individual or legal entity who accesses, uses, or receives our Services. This includes (but is not limited to) website visitors, account holders, clients, customers (both enterprise and individual), and any person acting on behalf of an organization. If an individual is accessing the Services on behalf of an organization, that organization is also considered a User bound by these Terms.
• “Account”: Refers to the account that may be created with Nuerolytica to use certain Services (for example, to access a SaaS platform or client portal). The Account typically is associated with login credentials and profile information.
• “Platform”: The collective technology environment provided by Nuerolytica for access to the Services, including websites, web applications, mobile applications, APIs, and other digital interfaces.
• “SaaS”: Software-as-a-Service offerings provided by Nuerolytica, which allow Users to access software functionality over the internet on a subscription or usage basis without taking possession of the underlying software code.
• “RaaS”: Robotics-as-a-Service offerings provided by Nuerolytica, wherein robotic equipment and related software are provided to clients as a service (typically on a subscription, rental, or project basis), with Nuerolytica retaining ownership of the equipment unless otherwise agreed.
• “Enterprise Software”: Any proprietary software applications or systems provided by Nuerolytica to enterprise customers (such as licensed on-premise software or custom software solutions) for use within their organization.
• “Consulting Services”: Professional services provided by Nuerolytica, including deep-tech consulting, industrial technology consulting, strategic advisory, research and development consulting, or any form of expert guidance or project work delivered to a client.
• “Deliverables”: Any tangible or intangible work product that Nuerolytica provides to a client as a result of Services (e.g., research reports, analysis, software code, designs, or other project outputs).
• “Intellectual Property”: All patents, patent applications, inventions, copyrights, moral rights, trademarks, trade names, service marks, logos, trade secrets, know-how, domain names, and any other form of intellectual or proprietary rights (whether registered or unregistered) in the Services or any materials provided by Nuerolytica.
• “User Content”: Any data, information, content, or materials that you (or other Users) submit, upload, transmit, or otherwise make available through the Services. This may include, for example, information input into our AI tools, content uploaded to a SaaS platform, feedback provided to us, or any other communications from Users.
• “Third-Party Services”: Services, content, websites, or software that are not owned by Nuerolytica but may be accessed or used by you in the course of using our Services (for example, a third-party payment gateway, cloud hosting service, or external links on our website).
• “Confidential Information”: Any non-public information disclosed by one party to the other in connection with the Services that is identified as confidential or which should reasonably be understood to be confidential due to its nature. Nuerolytica’s Confidential Information includes, without limitation, all non-public technical or business information about our products, services, and strategies, and any data or information labeled as confidential. Your Confidential Information includes any non-public data you provide to us in the course of using Services that is identified as confidential or is of a nature that a reasonable person would understand to be confidential. Confidential Information does not include information that is in the public domain through no wrongful act or that was independently developed or rightfully obtained by the receiving party without breach of any confidentiality obligation.
• “MSA”: A Master Services Agreement, which is a separate written contract that may be executed between Nuerolytica and an enterprise client to govern a broader engagement or series of engagements. An MSA typically sets out overarching terms such as confidentiality, liability, and other negotiated provisions that apply to multiple statements of work or projects.
• “SLA”: A Service Level Agreement, which defines performance standards and service availability commitments for certain Services (commonly used for SaaS or RaaS offerings). An SLA may include metrics like uptime percentages, support response times, and remedies (such as service credits) if service levels are not met.
• “DPA”: A Data Processing Agreement, which may be entered into between Nuerolytica and clients when required (for instance, where personal data is processed by Nuerolytica on behalf of a client). A DPA supplements these Terms to ensure compliance with data protection laws and to outline how personal data will be handled, protected, and used.
• “Effective Date”: The date on which these Terms become effective. If not otherwise specified, the Effective Date is the date on which you first accept these Terms (such as by using the Services after these Terms have been published or updated).
• “Including”: The term “including” (and similar terms like “for example”) shall be deemed followed by “without limitation” for purposes of interpretation.
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Other capitalized terms may be defined elsewhere in these Terms. Headings are for reference and convenience only and shall not affect the interpretation of the clauses.

 

Scope of Services

These Terms apply to all Services provided by Nuerolytica, whether consumed via our online platforms or provided through offline or in-person engagements. The Services covered under these Terms include, but are not limited to:

• Corporate Website and Online Content: Your use of our public website (nuerolytica.com) and any related microsites, including accessing information, blogs, and resources we publish. This also covers any interactive features on our sites, such as contact forms, newsletters, or user portals.
• Software-as-a-Service (SaaS) Platforms: Any cloud-based software solutions that Nuerolytica offers, which users access via the internet. Examples may include data analytics platforms, AI software tools, enterprise dashboards, or any hosted software application provided on a subscription or usage-based model.
• Enterprise Software Solutions: Software products or solutions provided to enterprise customers, which might be licensed for on-premises installation or private cloud deployment. This includes custom software developed for clients, as well as standardized enterprise software packages offered by Nuerolytica.
• Robotics-as-a-Service (RaaS): Our offerings related to robotics provided as a service. This could involve Nuerolytica deploying robotic equipment (such as autonomous robots, drones, robotic arms, etc.) at client premises or performing tasks on behalf of clients. Under RaaS models, clients receive the benefit of robotic automation through a service agreement rather than purchasing equipment outright. These Terms govern the use of such robotic systems and any associated software or support services we provide.
• Artificial Intelligence (AI) and Machine Learning Tools: Any proprietary AI or ML models, APIs, or software that Nuerolytica makes available, whether as standalone tools or integrated into other Services. For example, if we provide an AI-driven analytics service or a machine learning model for client use, its use is subject to these Terms.
• Deep-Tech and Industrial Consulting Services: All forms of consulting, advisory, and professional services delivered by Nuerolytica in fields like robotics, AI, industrial technology, strategy, research and development, or any other domain. This includes engagements where our experts work with clients to provide strategic advice, technical guidance, feasibility studies, reports, or other consulting deliverables.
• Research Deliverables and Reports: Any research papers, reports, analyses, datasets, or other intellectual output that Nuerolytica provides to you, whether as part of a consulting engagement or as a standalone service. For instance, if you commission a deep-tech market research report or a feasibility study from us, these Terms cover the use of that deliverable.
• Training, Support, and Maintenance: If we provide training sessions (online or offline) related to our products, or technical support and maintenance services for software or hardware, those are included under the Services governed by these Terms.
• Other Ancillary Services: Any other services, solutions, or offerings that Nuerolytica may provide now or in the future, such as pilot programs, beta services, demonstration systems, or collaborative research projects.
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Nuerolytica may update, enhance, modify, or discontinue any of its Services from time to time in its discretion. We reserve the right to add new Services or remove existing Services. In the event of any material changes (such as discontinuation of a core Service you are using), we will endeavor to provide reasonable notice to affected users.

 

Unified Terms: These Terms constitute a unified agreement that governs the use of all the above Services. You acknowledge that the same Terms apply across the different Services for consistency and ease of understanding. However, certain Services (especially enterprise-focused offerings) may be subject to additional specific terms, license agreements, or contract documents:

 

• For example, if you are an enterprise client, you may have executed a separate Master Services Agreement (MSA), Statement of Work (SOW), or similar contract with us for a project. If there is any conflict between these Terms and the specific terms of an executed written contract between you and Nuerolytica, the terms of the executed contract will prevail for that particular project or Service.
• Similarly, certain SaaS or software products may come with a specific End User License Agreement (EULA) or service-specific terms. Such additional terms will be provided to you and are considered a part of the agreement between you and us. In case of conflict between these general Terms and any service-specific terms explicitly agreed to (for instance, an SLA for a SaaS product), the specific terms shall govern to the extent of that conflict.
• Any features or tools that are added to the Services in the future will also be subject to these Terms (unless separate terms are provided for those new features). We encourage you to review these Terms periodically to stay informed of any updates or changes.

 

Territorial Scope: While Nuerolytica is headquartered in India, we serve clients globally. These Terms apply to you regardless of your location. However, by using the Services you agree to do so in compliance with all applicable laws and regulations in your jurisdiction. Nuerolytica makes no representation that the Services or content we provide are appropriate or available for use in all locations, and accessing the Services from territories where our activities would be illegal is prohibited.

 

No Partnership or Employment: Use of our Services does not create any partnership, joint venture, employment, or agency relationship between you and Nuerolytica. You are an independent party responsible for your own actions. Our relationship is one of service provider and customer as outlined in these Terms.

 

Eligibility and User Obligations

Eligibility Criteria: By using the Services, you represent and warrant that you are legally qualified to enter into a binding contract with us. This means:

• If you are an individual, you must be at least 18 years old (or the age of majority in your jurisdiction) to use our Services. Persons under 18 are not permitted to use the Services without a parent or legal guardian’s consent and supervision, and in any event no one under 13 may use any Services directed at adults.
• If you are using the Services on behalf of a legal entity (such as a company or organization), you must have the authority to bind that entity to these Terms, and you represent that you are an authorized representative of that entity. The entity must also be in good standing and not barred from receiving services under the laws of India or other applicable jurisdictions.
• You are not prohibited by any law or by any other agreement from using the Services. For example, you are not on any trade sanction lists, and you have not previously been suspended or removed from our Services for violation of these Terms or applicable law.

 

If at any time we discover that you do not meet these eligibility criteria, we may suspend or terminate your access to the Services immediately.

 

User Obligations and Conduct: As a condition of your access to and use of the Services, you agree to the following obligations:

• Provide Accurate Information: You must provide true, current, and complete information about yourself (or your organization) when prompted by any registration or account setup process. This includes updating such information promptly if it changes. Misrepresenting your identity or credentials (for example, impersonating another person or using a false identity) is strictly prohibited.
• Account Security: If you create an Account, you are responsible for maintaining the confidentiality and security of your login credentials. Do not share your username or password with others, and notify us immediately at our contact address if you suspect any unauthorized access to your Account. You are accountable for all activities that occur under your Account, whether or not authorized by you. We encourage the use of strong passwords and multi-factor authentication where available.
• Lawful Use: You agree to use the Services only for lawful purposes and in compliance with all applicable laws and regulations. You shall not use the Services to engage in any unlawful, fraudulent, or malicious activity. This includes, without limitation:
  • Violating Laws or Rights: You will not use the Services in any manner that violates any law or regulation, or infringes the rights of any third party (such as intellectual property rights, privacy rights, or contractual rights).
  • Prohibited Content: You will not upload, transmit, or share through the Services any content that is defamatory, obscene, pornographic, indecent, harassing, threatening, inflammatory, or otherwise objectionable or unlawful. In particular, you will not use our AI tools to generate content that is illegal, harmful, or offensive, or to engage in activities like spam, harassment, or stalking.
  • No Harmful Code: You must not introduce viruses, Trojan horses, worms, logic bombs, or any other malicious or technologically harmful code into the Services. You also must not use the Services in a manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services.
  • Security Testing Restrictions: Except as explicitly allowed, you will not attempt to probe, scan, or test the vulnerability of any Nuerolytica system or network, or breach any security or authentication measures. Security testing (penetration testing) on our systems is not permitted without our prior written consent.
  • No Reverse Engineering: You shall not decompile, disassemble, reverse engineer, or attempt to derive the source code of any software or component of the Services, nor will you attempt to circumvent any technical measures we have in place to protect the Services.
  • Abusive Behavior: You must not use the Services to engage in any activity that is harmful, abusive, violative of others’ rights, or disruptive to public order. This includes refraining from posting or transmitting any content that could be considered hate speech, an incitement to violence, or an invasion of privacy.
• Use for Intended Purpose: You agree to use the Services only for the purposes for which they are intended and provided. For example, if we provide you access to an AI analytics tool, your use should be within the scope of that tool’s intended analytical functions and not to misuse the tool for unrelated purposes. Any use of the Services for competitive analysis, building a competing product, or any form of exploitation not authorized by us is prohibited.
• Cooperation with Investigations: You agree to cooperate with us (and relevant authorities) in the investigation of any suspected unlawful or improper activity by you or that you become aware of in connection with the Services. We reserve the right to monitor your use of the Services to ensure compliance with these Terms, and to investigate any possible violations.
• Fees and Charges: You are responsible for paying any fees associated with your use of the Services, as well as applicable taxes, in a timely manner as set forth in Section 10 (Payment, Billing, and Refund Terms). Unauthorized use of Services without paying applicable fees is strictly prohibited.
• Third-Party Terms: In some cases, using our Services might also involve using services, content, or software provided by a third party (for example, using an integration to a third-party application through our platform, or our mobile app downloaded from an app store). You agree to comply with any relevant third-party terms of service or license agreements in those cases. We are not responsible for your non-compliance with third-party terms.
• Good Faith and Fair Usage: You agree to use the Services in good faith. You will not take advantage of any bugs, features, or loopholes in the Services to conduct activities for which the Services are not intended. If the Services come with fair usage limits (for instance, an API call limit or usage cap specified in your plan), you agree not to exceed those limits or otherwise abuse unlimited usage to the detriment of our systems.

 

We may specify additional guidelines, acceptable use policies, or codes of conduct for specific Services. For example, if a particular SaaS platform has community forums or collaborative features, we may issue a separate acceptable use guideline for user interactions in that forum. You agree to abide by all such additional policies, which are incorporated into these Terms by reference.

 

Consequences of Violation: Any violation of the above obligations may result in immediate suspension or termination of your Account or access to Services, at our discretion, without prior notice (as detailed in Section 13 on Termination). In serious cases (such as unlawful acts), we may also report the matter to law enforcement or pursue legal action. You agree that Nuerolytica is not responsible for any loss or damage arising from your failure to comply with the above requirements.

 

Account Creation and Security

Certain Services may require you to create an Account or profile to access full functionality (for example, to use a SaaS platform or to receive enterprise software updates). If you create an Account, the following terms apply:

• Account Registration: You must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. This may include your name, email address, organization, contact details, and in some cases additional verification information. You may not create an Account using an identity or information that is not your own; creating false accounts or impersonating others is a breach of these Terms.
• Username and Password: You will be asked to choose (or may be provided with) a username, login ID, or similar identifier, and you will set a password (or other authentication method). It is your responsibility to keep your login credentials confidential. Do not share your password or account access with any unauthorized person. We recommend using a strong password that is unique to our Services and updating it periodically.
• Security Measures: We employ security measures to protect Accounts (such as encryption and authentication tools). However, you must also take steps to secure your Account. For instance, use secure networks when accessing the Services, especially when inputting login credentials; enable two-factor authentication (2FA) if we offer it; and promptly install any security updates for our software.
• Responsibility for Account Activity: You are responsible for all activities that occur under your Account, whether or not you personally carried them out. If you become aware of any unauthorized use of your Account or any security breach (e.g., theft or unauthorized disclosure of your password), you must notify us immediately at our contact email provided in Section 20. Nuerolytica will not be liable for any loss or damage arising from unauthorized use of your Account, but you may be held liable for losses incurred by Nuerolytica or others due to such unauthorized use.
• Account Use Restrictions: You must not use anyone else’s Account at any time without their explicit permission and our consent. Similarly, you may not sell, loan, license, or otherwise transfer your Account username or other credentials to any other person or entity. If we detect that an Account is being used by multiple people or if an Account shows signs of misuse, we may suspend or terminate the Account for security reasons.
• Profile Information: If your Account allows you to create a user profile or upload a photo, bio, or other personal information, you are responsible for any content you include. Such profile content must not be misleading or violate any laws or rights. We reserve the right to remove or modify any profile information that we determine is inappropriate or violates these Terms or any third-party rights.
• One Account Rule: Depending on the Service, we may limit the number of accounts you can create. For example, an individual or organization might be allowed only one account unless additional accounts are authorized. Please follow any such guidelines provided during registration. Creating excessive or dummy accounts (for instance, to circumvent usage limits or for malicious purposes) is prohibited.
• Account Verification: We reserve the right to verify the identity of Account holders (for example, through email or phone verification, or requiring identity documents for enterprise accounts). Failure to complete a verification step may result in an Account not being activated or being suspended. By creating an Account, you consent to such verification process and agree to provide additional information as we may reasonably require to confirm your identity or authority to act on behalf of an entity.
• Deactivation and Deletion: You have the ability to deactivate or request deletion of your Account by contacting us (unless the Account is under a separate enterprise contract, in which case account management will be handled as per that agreement). Upon your request, we will process account deletion in accordance with our policies and applicable law. Please note that some data may be retained for legal or backup purposes as outlined in our Privacy Policy (for instance, logs or transaction records may be kept if necessary).
• Retention of Credentials: Nuerolytica will never ask you for your password via email or phone. Do not disclose your passwords to anyone. If you forget your password, use our designated recovery mechanisms (e.g., password reset link to your registered email). We do not store plaintext passwords; if you lose your credentials, we may not be able to recover them, and you might need to set a new password via the recovery process.

 

We prioritize the security of our users. However, you understand that no system is completely secure. By creating an Account, you accept the risks inherent in electronic communications and data storage (including the risk of unauthorized access by third parties). For more information on how we protect your data, please see the Privacy Policy.

 

Intellectual Property Rights

Nuerolytica invests heavily in developing its technology, content, and services. All intellectual property rights in and to the Services are either owned by or licensed to Nuerolytica. The following terms clarify ownership and usage rights:

• Nuerolytica Property: Unless otherwise specified in a separate agreement, Nuerolytica retains all right, title, and interest in its Services and all materials provided through the Services, including but not limited to:
  • Software and Code: All software, algorithms, source code, object code, and libraries that power our SaaS platforms, AI tools, robotics systems, and enterprise software.
  • Content: All text, graphics, logos, buttons, icons, images, audio clips, video clips, data compilations, and digital content present on our website or delivered as part of the Services (excluding User Content as defined below).
  • Trademarks: The company name “Nuerolytica”, our logo, and all related names, product and service names, branding, and slogans are trademarks or service marks owned by Nuerolytica. You are not granted any right or license to use any of these marks without our prior written consent.
  • Patents and Inventions: Any inventions, designs, or discoveries made by Nuerolytica in the course of developing its technology are protected by patent rights or treated as trade secrets. Our robotics designs, AI models, hardware schematics, and technical know-how are part of our proprietary IP.
  • Deliverables: If we provide you with deliverables (such as a report, software module, or design) as part of a Service, Nuerolytica retains the intellectual property rights in the deliverable unless explicitly transferred to you under a separate written agreement. In many consulting engagements, we grant the client a license to use the deliverable for internal purposes, but the underlying methodologies, know-how, and tools remain Nuerolytica’s intellectual property.
• License to You: Nuerolytica grants you a limited, non-exclusive, non-transferable, revocable license to use the Services and any content we explicitly make available for download (such as a software client or report) solely for your internal business purposes or personal use (as applicable), and strictly in accordance with these Terms. This license is provided for the duration of your authorized use or subscription. You must not use our content or software except as allowed by this license.
  • You may not copy, reproduce, distribute, publicly display, or create derivative works from our content or software unless we have given you explicit permission in writing (e.g., developer documentation may allow you to copy code snippets for integration, etc., in which case that specific permission governs).
  • If we provide API access or SDKs as part of the Services, your use of them must comply with any developer terms we provide, and we grant you a revocable license to use our APIs/SDKs solely to interface with our Services in the permitted manner.
  • Any open source components included in our software are licensed to you under their respective open source licenses (which we will make available to you). Your use of those components is subject to the terms of the applicable open source licenses, not these Terms.
• User Content and Feedback: We do not claim ownership of User Content that you create or provide while using our Services. You retain ownership of all intellectual property rights in the User Content that you submit to the Services. However, by submitting or uploading User Content, you grant Nuerolytica a worldwide, royalty-free, sublicensable (to our service providers or contractors), transferable license to use, reproduce, display, distribute, and modify (for technical purposes, e.g., resizing an image) your User Content solely for the purpose of providing and improving the Services. For example, if you upload data to our AI platform to get an analysis, you grant us the rights to process that data to generate results for you, and to store it as needed to provide the service. We will not use your User Content for any purposes outside the scope of what is necessary to fulfill our obligations to you, except as otherwise permitted by law or with your consent.
  • Feedback: If you provide feedback, suggestions, or ideas regarding the Services (e.g., ideas for improvements or new features), you acknowledge that this feedback is given voluntarily and that we are free to use, disclose, and exploit it without any restriction or compensation to you. You agree that any feedback you provide is not confidential and that Nuerolytica may already be working on similar ideas. We value feedback but are not obligated to act on it.
• No Implied Rights: Except for the limited license expressly granted above, no other rights or permissions are granted to you under these Terms, whether by implication, estoppel, or otherwise. All rights not expressly granted by Nuerolytica are reserved. You are not granted any license or right to use Nuerolytica’s name or any of its trademarks, logos, domain names, or other brand features without prior written approval.
• Attribution and References: If you are an enterprise client and wish to publicly reference our company or use our logo (for instance, in a case study or press release), please seek our permission. Conversely, we may wish to identify you (by name and logo) as a customer on our website or marketing materials; we will do so only in accordance with any applicable contract terms or with your consent where required.
• Third-Party Intellectual Property: Our Services may include content, software, or other components that are licensed from third parties (including open source software). Use of third-party materials is often subject to additional terms imposed by the licensors. We will include any required notices or terms for third-party components (for instance, in a “About” or “Credits” section of an app, or as an appendix to these Terms). By using the Service, you agree to comply with those third-party terms. However, to the extent a third-party license grants you additional rights to use the relevant material, nothing in these Terms is intended to restrict those rights.
• Intellectual Property Claims: We respect intellectual property rights of others and expect our users to do the same. If you believe that any content on our Services infringes your copyright or other IP rights, please notify us with detailed information so that we can investigate (see Contact section for where to send such notices). We have procedures in place (consistent with applicable law, such as the Indian Copyright Act and global practices like the DMCA) to respond to valid complaints of infringement, which may include removing or disabling access to the allegedly infringing material.
• Prohibition on Misuse: You agree not to misuse Nuerolytica’s intellectual property. Specifically, you must not:
  • Copy, modify, or create derivative works of any part of the Services or content provided by Nuerolytica without explicit permission (except to the extent expressly permitted by mandatory law or open source licenses).
  • Perform or attempt to perform any action that interferes with the normal operation of the Services or the normal use of Nuerolytica’s IP by others, including attempting to mass-download content or scraping data from our website (except as allowed via our APIs or with our consent).
  • Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on any materials obtained from the Services.
  • Use any of Nuerolytica’s trademarks or names in metatags, search keywords, ads, or any other manner to direct traffic to any website or service except as expressly allowed by us.
  • Develop or use any third-party applications that interact with our Services or content without our written consent (this does not restrict use of authorized integrations or publicly documented APIs we offer).
• Rights Upon Termination: Upon any termination or expiration of your right to use the Services (such as if you cancel a subscription or if we terminate your access for breach), the license granted to you will immediately cease. You must stop using any affected Services and (if applicable) uninstall and delete any software or applications of ours that you have downloaded. Any rights you have to use our IP are revoked at that time, except to the extent that certain content has been authorized for continued use (for example, if we delivered a report to you under a consulting contract and gave you a perpetual license in that specific deliverable, that license would continue according to its terms).

 

All use of our intellectual property must be in accordance with these Terms. Unauthorized use of Nuerolytica’s intellectual property may result in legal action and termination of provided Services.

 

Use of Proprietary AI, Machine Learning, and Robotics Platforms

Nuerolytica’s Services include cutting-edge technologies in artificial intelligence (AI), machine learning (ML), and robotics. These proprietary platforms and tools are provided for your use under the following special terms, in addition to the general Terms:

• License to Use AI/ML Tools: When we provide access to an AI or ML-driven platform (for example, an AI analytics tool, a predictive modeling service, or a natural language processing API), we grant you a limited right to input your data and use the outputs for lawful purposes within your internal business operations or personal use. You agree to use such tools only as intended — for instance, if an AI service is designed to analyze supply chain data, you should use it for relevant analyses and not for unrelated tasks that strain the service or violate its usage guidelines.
• Data Input Warranty: If you input or upload any data into our AI/ML platforms, you represent and warrant that you have all necessary rights and permissions to use and submit that data and to allow Nuerolytica to process it. Do not input any personal data or sensitive information into the AI platform unless it is necessary and you have the right to do so (and, if required by law, have notified or obtained consent from the individuals concerned). We treat data you input in accordance with our Privacy Policy and any Data Processing Agreement (DPA) in place with you.
• System Integrity: Our robotics and AI systems are complex and require proper usage:
  • For robotics platforms, you must follow all provided guidelines, manuals, safety procedures, and instructions for operation. For example, if you are operating a Nuerolytica robotic arm or drone, you must ensure the operating environment meets any specifications we provided (such as space, temperature, load capacity) and that trained personnel handle the equipment.
  • You shall not modify, tamper with, or attempt to derive the source of any software embedded in a robotic system or controlling an AI model, except as expressly permitted by us. Likewise, you should not attach unauthorized hardware or third-party devices to our robotic equipment without approval.
• Fair Usage of AI Services: AI and ML services may involve significant computational resources. We may implement usage caps (like number of queries per day, or processing hours per month) to ensure fair access for all users. You agree to abide by those limits. If you consistently require usage beyond standard limits, please contact us for a suitable enterprise plan or additional capacity.
• Feedback Loop and Learning: Some AI/ML services improve over time via machine learning. By using our AI Services, you acknowledge that Nuerolytica’s algorithms may learn from the data processing they perform. Unless you have a separate agreement that opts you out, you permit Nuerolytica to use and retain anonymized and aggregated learnings from processing your data to improve our algorithms and ServicesWe will not, however, disclose your confidential data or any personally identifiable information to other clients or the public. For example, an AI model might become more accurate over time by learning from all tasks performed—this improvement benefits all users but does not reveal any user’s specific input data.
• Use of Robotics as a Service (RaaS): If you are subscribing to a RaaS offering:
  • The robotic equipment (e.g., robots, drones, sensors, hardware controllers) is provided for your use but remains the property of Nuerolytica (or its lessor) unless explicitly sold to you. You must handle the equipment with due care and only allow authorized and trained persons to interact with it.
  • You are responsible for providing a safe and suitable environment for the operation of the robots. This includes physical security, power supply, network connectivity, and any other pre-requisites we specify. You assume the risk of loss or damage to the equipment while in your possession, except to the extent caused by manufacturing defects or Nuerolytica’s maintenance failures. We may require you to insure the equipment or bear the risk of its loss (this would be detailed in a separate agreement if so).
  • You must not relocate, resell, lease, or encumber the robotic equipment without our consent. After the RaaS term ends or upon termination, you must allow us to promptly recover our equipment in good working condition (reasonable wear and tear excepted), or follow our instructions to ship or return the equipment.
  • Any software or firmware embedded in the robots is licensed, not sold, to you, and only for use with that equipment. You may receive periodic updates or patches as part of the Service.
  • Acknowledgment of Inherent Risks: You acknowledge that operating robots involves some inherent risks (for example, a drone could crash due to pilot error or environmental factors; an autonomous robot might encounter unexpected obstacles). While we strive to design safe systems, you must exercise caution and follow best practices when using robotics. You are responsible for implementing appropriate safety measures (like emergency stop mechanisms, keeping humans at a safe distance, etc.) as recommended by us or as common in the industry.
• Prohibited Uses of AI and Robotics: You agree not to use our AI, ML, or robotics Services for purposes that could lead to bodily harm, loss of life, or significant property damage, unless such use is specifically part of our agreement and you have implemented all necessary safety and fail-safe measures. For example, you should not deploy our general-purpose AI in control of critical infrastructure or life-support systems without our knowledge and a specialized agreement. Similarly, our robotics should not be weaponized or used in combat or law enforcement scenarios unless explicitly authorized by Nuerolytica and relevant authorities.
  • Additionally, you shall not use our AI services to process or generate content that is unlawful, offensive, or infringes on intellectual property rights. If our platform provides an AI-generated output, you will use your discretion and not rely solely on it for decisions that have legal or financial implications without independent verification.
• No Life-Critical or Mission-Critical Use (Unless Agreed): Unless we have a separate written agreement taking on such responsibility, you understand that our Services (especially software, AI, and robotics) are not certified for use in life-critical or mission-critical environments. We do not guarantee fail-proof performance. For example, our AI product providing medical or legal analytics is for insight purposes and not a substitute for professional judgment; our robotics performing tasks in a factory are not guaranteed to never malfunction — appropriate human oversight and redundancy should be in place.
• Third-Party Data and Models: Our AI services might utilize third-party data sets or pre-trained models as part of their function. We do not guarantee the quality, origin, or ongoing availability of any such third-party content. If a third-party data source becomes unavailable or is found faulty, our only obligation may be to try to substitute an alternative source or fix the model in future updates. We are not liable for errors attributable to inaccurate third-party data or models.
• User Responsibility: You are responsible for evaluating and verifying the accuracy of any outputs or results from our AI/ML services and the performance of our robotics services in your specific context. Our tools are aids to human decision-making, not replacements for it. You must use your own judgment in acting on results or configuring automation. If you choose to rely on an AI prediction or let a robot operate autonomously, you assume the risks associated with those choices.
• Preventing Misuse: If you become aware of any misuse of our AI, ML, or robotics Services – such as someone attempting to hack the AI, manipulate the outputs unfairly, or use the robot in an unsafe manner – you should promptly alert Nuerolytica. We may provide channels for reporting security concerns or incidents. We reserve the right to suspend or throttle AI services if we detect abnormal usage patterns that suggest abuse (for example, scraping our AI via scripts beyond allowed use).
• Transparency: We strive to be transparent about how our AI systems make decisions (to the extent feasible without divulging proprietary algorithms). If you require information about how an AI conclusion was reached (for instance, feature importance in an ML model), we will attempt to provide such explanatory information or tools, especially where needed for compliance (like explaining decisions to data subjects under certain laws).
• Compliance with Technology Regulations: You acknowledge that AI and robotics technology may be subject to regulatory controls (for instance, export control laws, as further addressed in Section 15, or industry-specific regulations like healthcare or finance rules if applied there). It is your responsibility to use these technologies in compliance with all such regulations. Nuerolytica will similarly comply with laws that govern the development and deployment of such technology.

 

By using our proprietary AI, ML, and robotics platforms, you confirm that you understand both their potential and their limits. We appreciate your cooperation in using these advanced tools responsibly and safely.

 

Service Terms for SaaS, Consulting, Enterprise, and Software Users

Nuerolytica offers a diverse range of services, and certain additional terms apply depending on the type of service you are using:

1. Software-as-a-Service (SaaS) Platforms:
   If you are using one of our SaaS products (cloud-based software solutions):

• Subscription and Access: SaaS Services are typically provided on a subscription basis (monthly, annual, or as otherwise agreed). Your rights to access and use the SaaS platform are conditional on timely payment of subscription fees and compliance with these Terms and any separate SaaS agreement or Order Form you have executed. We grant you (and your authorized end-users, if applicable) a non-exclusive, limited right to access the online platform during the subscription term.
• Authorized Users: Only the number of users, or the specific individuals, that you have licensed or paid for may access the SaaS service. You are responsible for managing user permissions and ensuring that each login is used only by the intended person. Sharing of logins among multiple individuals (unless it’s a generic account explicitly allowed by us) is a violation of these Terms.
• Usage Limits: Your use of the SaaS may be subject to defined usage metrics (for example, number of seats, volume of data processed, API calls, etc.) as set forth in your plan. We reserve the right to monitor usage. If you exceed contracted limits, we may charge you for the overage or upgrade you to a higher tier after providing notice. Alternatively, we may technically enforce the limits (e.g., by rate-limiting API calls).
• Service Levels: We strive to provide high availability for our SaaS platforms. If we have committed to an uptime or support response SLA in a separate SLA document, those targets will be honored as per that documentcom. In the absence of a specific SLA, we do not guarantee constant availability, but we will use commercially reasonable efforts to minimize downtime. Scheduled maintenance that may impact availability will usually be notified in advance.
• Customer Data in SaaS: You retain ownership of data you upload to the SaaS platform. We will treat customer data as confidential and use it only to provide the service, fix issues, or improve the platform (in accordance with our Privacy Policy and any DPA). Upon termination or expiration of your subscription, you may retrieve your data within a limited time (e.g., 30 days) upon request, after which we may delete it, so long as doing so is in line with legal requirements. It’s your responsibility to export or back up your data before the end of the retention period.
• Updates and Functional Changes: Our SaaS products may receive updates, enhancements, and new features over time. We reserve the right to add or remove functionality, and to fix bugs or make changes that may alter how the Service works. We will try to avoid removing or changing core features in a way that materially degrades the Service without providing alternative solutions or notice.
• Beta Features: If we offer you access to beta or experimental features in a SaaS platform, those are provided “as is” for evaluation and not guaranteed to be free of issues. We may discontinue beta features at any time. Use them at your own risk and avoid relying on them for production purposes unless we advise otherwise.

 

1. Consulting and Professional Services:
   For clients engaging Nuerolytica in consulting, advisory, or project-based services (deep-tech consulting, industrial strategy, research projects, etc.):

• Statements of Work (SOW): Typically, a consulting engagement will be governed by a Statement of Work or proposal document detailing the scope, deliverables, timelines, and fees. These Terms function in tandem with such SOW. In case of inconsistency, the SOW or MSA (if one exists) will take precedence for that project.
• Deliverables License: Unless otherwise agreed in writing, when we deliver reports, recommendations, software code, or other work product to you, Nuerolytica grants you a license to use the deliverables for your internal business purposes. This license is subject to full payment of any fees due. Note that if the deliverables include any Nuerolytica pre-existing IP (such as proprietary algorithms or frameworks), we do not transfer ownership of those to you; rather, we allow you to use them as part of the deliverable. If the project explicitly calls for a transfer of ownership of deliverables, that will be stated in the SOW or contract.
• Client Materials: In performing consulting services, we might use materials or information that you provide to us (“Client Materials”). You assure that you have the necessary rights to provide those materials to us for use in the project. Any Client Materials remain your property. We will treat your Client Materials and data as confidential (see Data Privacy and Confidentiality section) and use them only for the purpose of the project.
• Dependencies: Consulting projects often require cooperation and input from the client. You agree to provide in a timely manner any information, resources, decisions, or access that we reasonably require to perform the services. We are not liable for delays or failures caused by your failure to fulfill these obligations.
• Acceptance of Deliverables: We will typically follow an acceptance procedure as per the SOW. If no specific acceptance criteria are defined, then if you do not notify us of any material non-conformance in a deliverable within a reasonable time (say 10 business days) of delivery, the deliverable will be deemed accepted. Minor defects which do not significantly affect usability will not be a ground for rejection, but we will endeavor to correct them as part of any warranty period or support arrangement if one is defined.
• Consulting Disclaimers: While we strive to provide insightful and high-quality advice, you acknowledge that any decision or implementation action taken by you following our consultation is your responsibility. We do not guarantee any particular outcome (like increased profits, successful product launch, etc.) unless explicitly stated as a performance guarantee in the contract (which is rare and would have specific terms).

 

1. Enterprise Software License Users:
   For enterprise clients licensing Nuerolytica software (e.g., an on-premise solution or a proprietary software installed in your environment):

• License Grant: Subject to your compliance with the license agreement and these Terms (and payment of applicable fees), we grant you a non-exclusive, non-transferable license to install and use the software in object code form on your owned or controlled systems, for the number of users or environments agreed. The license scope (perpetual or term, commercial or evaluation, etc.) will be defined in your software license agreement or Order Form.
• License Restrictions: You may not use the software beyond the licensed scope. You may make a reasonable number of backup copies of the software for archival purposes, but those copies are covered by the same usage restrictions. You must not:
  • Reverse engineer, decompile, or disassemble the software (except to the extent such actions are expressly permitted by law notwithstanding this restriction, and then only after giving us notice and an opportunity to respond).
  • Rent, lease, lend, or sublicense the software or permit third parties to use it (other than your employees and contractors operating on your behalf, within your business, and bound by terms at least as protective as these).
  • Remove or alter any proprietary notices or labels on the software.
  • Use the software in a service bureau or time-sharing environment where it’s provided to third parties.
• Maintenance and Support: If you have purchased support or the license includes maintenance, we will provide updates, patches, and assistance as per the support policy or service level specified. You will implement any critical patches in a timely manner to maintain security. If you choose not to renew support, you may forgo updates and assistance, which could affect software performance or security over time.
• Third-Party Components: Enterprise software may include third-party libraries or open source components. We provide attribution and license terms for those in the documentation. Your use of those components is subject to their respective licenses. Usually, they do not affect your usage rights of our software as long as you comply with those separate terms.
• Audit Rights: We reserve the right (with reasonable prior notice and during normal business hours) to audit your use of the software to ensure compliance with the license terms. This could either be by requesting self-certification or remote/onsite audit. If an audit reveals unlicensed use (e.g., more users or instances than paid for), we may invoice you for the additional use at the applicable rates, and potentially with back-dated maintenance fees if the license requires.
• End of Life: We may retire (end-of-life) an enterprise software product version after a support period (we generally provide advance notice for end-of-life plans). After the announced end-of-life date, we will not be obligated to provide support or updates.
• We will recommend upgrade paths to newer versions.

 

1. Research Deliverables / Reports Users:
   If you receive research reports, whitepapers, or similar intellectual outputs:

• Personal Use or Internal Business Use: Unless otherwise stated, reports and research deliverables are licensed for your personal or internal business use only. They should not be published or distributed externally (especially not for commercial purposes) without our consent. If the report is co-branded or commissioned under an agreement that allows broader distribution, those terms apply.
• No Redistribution: You may quote insubstantial portions of our research (for example, a statistic or a paragraph) in your own materials with proper attribution to Nuerolytica as the source. However, you cannot resell, republish, or post the entire report in a public forum without permission.
• Accuracy of Research: We employ rigorous methodologies in research, but variables outside our control may affect outcomes. Therefore, while our research is provided in good faith and believed to be accurate at the time of delivery, we do not warrant that any predictions, forecasts, or analysis will actually come to fruition. Use your discretion and consider the research as one input among others for your decision-making.

 

1. Vendors and Contractors Using Our Platforms:
   If you are a vendor or independent contractor that we have authorized to use our platform as part of providing services to us or our clients (for example, a subcontractor accessing a project portal):

• You must comply with all instructions and limitations we provide regarding platform use. All data you input should be strictly related to the service you’re providing. You must maintain confidentiality of any client data or Nuerolytica data you access.
• Your right to use the platform is tied to the duration of your engagement with us. We can revoke access at any time. Your obligations to protect information continue even after access ends.

 

These varied terms address common scenarios in how our technology and services are delivered. In all cases, these Terms (and any more specific agreement) work together to govern our relationship with you. If you are unsure how these terms apply to your specific situation, please reach out for clarification. We aim for transparency and fairness in all service arrangements.

 

Data Privacy, Confidentiality, and User Content

Data Privacy: We take data protection seriously. Our collection, use, storage, and disclosure of personal data is governed by our Privacy Policy (available on our website) and applicable data protection laws, including the Indian Information Technology Act and the Digital Personal Data Protection Act, 2023 (DPDP Act), as well as other international laws like GDPR where applicable. By using the Services or by providing personal information to us, you acknowledge that such information will be handled as described in our Privacy Policy. Key points include:

• We will collect only such personal data that is necessary for the purposes of providing the Services or as otherwise outlined in our Privacy Policy.
• We implement reasonable security practices and procedures to protect personal data, as required under applicable law.
• If you are an individual user, please review our Privacy Policy to understand what categories of data we collect (e.g., contact information, usage data, etc.) and for what purposes (e.g., to provide and improve services, for communications, etc.).
• If you are a corporate or enterprise client providing personal data to us (for instance, data about your employees or customers in a project), you are responsible for ensuring you have the authority to share that data with us and that you do so in compliance with the law. We can sign a Data Processing Agreement (DPA) to outline our obligations as a data processor, including cross-border transfer mechanisms if needed.
• We will not sell your personal data to third parties. We may share data with third-party service providers under strict obligations (for example, cloud hosting providers) and only to the extent necessary to run our business or provide the Services, as detailed in the Privacy Policy.

 

User Content and Your Data: Any content that you, as a User, upload, submit, or otherwise make available on or through the Services (collectively, “User Content”) remains your property. However:

• You are solely responsible for User Content you provide. You must ensure that you have all necessary rights to such content, and that it does not violate any law or infringe anyone else’s rights. This means, for example, you won’t upload data that contains personal information of others without consent, trade secrets of a third party without authorization, or content that is illegal (hate speech, obscene material, etc.).
• By providing User Content, as mentioned earlier in Section 5 (Intellectual Property), you give us a license to use it as needed to deliver the Services. We will not use your User Content outside of providing, maintaining, and improving our Services, except as permitted by law or if you separately allow us.
• We do not routinely monitor User Content, but we reserve the right to remove or disable access to any User Content that we believe violates these Terms or the law. We might do this upon receiving a takedown notice (such as a DMCA notice for copyright infringement) or if the content comes to our attention in another way. We also have the right to suspend accounts associated with such violations.
• If you use interactive areas of our website (like a blog comment section, forum, or any collaborative workspace), be aware that any information you post in those public areas can be read, collected, or used by others. Exercise caution in sharing personal or sensitive information in any public forums.

 

Confidentiality: In the course of our relationship, both you and Nuerolytica may share confidential information with each other.

• “Confidential Information” is broadly defined (as above in Definitions) but essentially means any non-public information that a reasonable person would consider confidential given the nature of the information and the context of disclosure.
• If you are a client or user, your confidential information could include business plans, technical data, customer lists, or any non-public information you provide us in using the Services. Nuerolytica’s confidential information could include our software source code, pricing plans (if not public), product roadmaps, or non-public research findings. For us, any data you provide which is not public would also be treated as your confidential info.
• Mutual Obligations: Both parties agree to use Confidential Information received from the other only for the purpose of fulfilling their obligations under these Terms (for us, that means providing the Services; for you, it might mean using the Services as intended). Neither party will disclose the other’s Confidential Information to any third party except to its affiliates, employees, contractors, or advisors who need to know it for the above purpose and are bound to confidentiality obligations at least as protective as these Terms. Each party will protect the other’s Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature, but no less than reasonable care.
• Exceptions: Confidential Information does not include information that:
  1. is or becomes publicly available without breach of these Terms by the receiving party;
  2. was already known to the receiving party prior to disclosure by the disclosing party without any obligation of confidentiality;
  3. is lawfully obtained by the receiving party from a third party who had the right to disclose it without restriction; or
  4. is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
• Compelled Disclosure: If the receiving party is required by law, regulation, or court order to disclose Confidential Information of the disclosing party, it may do so, provided it gives prompt notice (if legally permissible) to the disclosing party so that the disclosing party may seek a protective order or other appropriate remedy. The receiving party will disclose only that portion of Confidential Information which it is legally required to disclose.
• Return or Destruction: Upon termination of the Services or upon request, each party will return or destroy (and certify destruction of) the other’s Confidential Information that it has in its possession, except as required to be retained by law or as archived in secure backups (in which case the Confidential Information will continue to be protected).
• Confidentiality obligations survive termination of these Terms or any user relationship for a period of at least five (5) years, or longer with respect to trade secrets (which must be kept confidential as long as they remain trade secrets under law).

 

Data Security: We employ technical and organizational measures to secure user data and Confidential Information. This includes encryption of data in transit, access controls, and employee training on data handling. However, you understand that no system can be 100% secure. In the unlikely event of a data breach affecting your personal data or Confidential Information, we will notify you as required by law and work to mitigate any damage.

 

• You also play a role in security: ensure that you use strong passwords, protect your account credentials, and promptly apply any software updates we provide. If you encounter any security vulnerabilities in our Services, please report them to us immediately in a responsible manner.

 

Privacy of Others: If you receive or have access to any personal data through the Services (for example, if you are a user of our platform and can view data about individuals, or if we share info during support interactions), you must also treat that information in accordance with applicable privacy laws. You should not misuse personal data or confidential data that belongs to others.

 

Grievances and Data Subject Rights: If you have any concerns or grievances related to your personal data or privacy while using the Services, our Privacy Policy outlines how you can contact our Grievance Officer or Data Protection Officer and the process we will follow. For example, under the DPDP Act, you have the right to request redress for grievances related to your personal data. We have a Grievance Officer you can approach if you have complaints about how we handle your data, and we commit to acknowledging and addressing such complaints in a timely manner (our aim is to acknowledge within 24 hours and resolve within 15 days). If you are not satisfied with our resolution, you may have the right to escalate the complaint to the Data Protection Board of India (once operational) or other relevant authorities, as per applicable law.

 

Data Backups: You are responsible for maintaining backups of your data that you submit to the Services, especially if the data is critical to you. While we do perform routine backups for most systems, we cannot guarantee that a backup will always be available to restore your data in the event of a failure, and we are not liable for any data loss (see Disclaimers and Liability sections). For enterprise services, if data backup and retention is part of our offering, it will be specified in the SLA or service description.

 

Anonymous and Aggregate Data: We may anonymize and aggregate data from our users (for example, usage metrics, performance metrics, general trends) such that it no longer identifies any individual or confidential information. We reserve the right to use such anonymized, aggregated data to improve our Services, create industry reports, or for other legitimate purposes. This kind of data is no longer personal data under law. For example, we might report “the average usage of Feature X is Y hours per week among clients in manufacturing sector” without revealing any client specifics.

 

In summary, both parties should handle each other’s data and information with care and integrity. We uphold trust as a core value, given the sensitive and high-tech nature of our business, and we expect you to do the same.

 

Disclaimers related to AI, RaaS, and Automated Systems

Nuerolytica’s Services include advanced technologies such as AI-driven analytics and robotics solutions. While these can provide significant benefits, it is important to understand their limitations and the disclaimers associated with them. The following disclaimers apply in addition to the general disclaimers in Section 16:

• No Guaranteed Outcomes from AI: Our AI and machine learning tools are designed to analyze data and provide insights or predictions based on patterns learned from training data. However, AI outputs are probabilistic and not guaranteed to be accurate, correct, or suitable for every purpose. Nuerolytica makes no warranty that the results obtained from using AI services (such as predictions, classifications, or recommendations) will be error-free, reliable, or sufficient for your needs. For example, an AI-based recommendation might not account for rare circumstances or new trends not present in its training data. You should use human judgment and independent analysis to evaluate AI outputs before making decisions of significance.
• Robotics Performance and Downtime: Robotics systems (including drones, autonomous vehicles, robotic arms, etc.) provided under RaaS or other arrangements are complex electromechanical systems. We do not warrant that robotic Services will be uninterrupted or error-free. Robots may require maintenance downtime, might occasionally malfunction, or could have performance variability due to environmental factors. Nuerolytica disclaims any liability for damage or loss caused by the operational failure of a robotic system, except as explicitly provided in an SLA or as required by law. We will, however, use reasonable efforts to maintain and service the robots and to promptly address any reported issues.
• Not a Substitute for Professional Judgment: Any information or analysis provided by our AI, software, or consultants is meant to assist you, but not substitute for your own professional judgment or expert advice in the relevant field. For instance, if our AI provides diagnostic suggestions in an engineering context, you should still have a qualified engineer review and confirm the findings. If our strategy consulting provides recommendations, you should consider them in light of your own knowledge and possibly seek legal, financial, or other counsel before execution.
• “As Is” Provision of Cutting-Edge Tech: All our Services, especially those leveraging experimental or emerging technologies (like an early-access AI feature or a pilot robotics program), are provided “as is” and “as available”without any warranties of any kind, either express or implied. We specifically disclaim the implied warranties of merchantability, fitness for a particular purpose, and non-infringement in these contexts. For example, we do not guarantee that an AI algorithm will fit the particular purpose you have (like making correct hiring decisions, or predicting market movements), or that running a robot 24/7 will fit a purpose that requires zero maintenance breaks.
• Risk of Algorithmic Bias: We strive to build AI systems that are fair and unbiased. However, AI models can inadvertently reflect biases present in training data or assumptions. Nuerolytica does not warrant that the AI outputs will be free of bias or ethically neutral. We continue to improve our models, and we advise users to be vigilant. If you are using our AI for decisions that impact individuals (like assessing job candidates or analyzing human behavior), ensure you have human oversight and compliance checks in place. You should not rely solely on AI conclusions for important decisions about individuals without appropriate review.
• Simulation and Testing Only: For robotics in particular, any simulations or non-production tests are provided for informational purposes. If we provide a simulation result (like a digital twin scenario outcome), it is to guide your understanding but may not capture all real-world variables. Rely on simulation outputs at your own risk and always validate with physical testing when safety or significant cost is involved.
• External Factors Disclaimer: Many of our Services’ performances depend on factors beyond our control. For example:
  • AI prediction accuracy might drop if there are sudden world events or data patterns shift (concept drift).
  • Robot performance can be affected by how you set up your facility (lighting, floor conditions, connectivity).
  • Any cloud-based service performance can be affected by internet issues.
    Thus, Nuerolytica is not responsible for any failure or delay in Services resulting from factors outside our reasonable control (see Force Majeure in Section 17).
• No Self-Driving Liability: If our Service involves autonomous operation (like an autonomous drone or vehicle), you acknowledge the current state of technology means there is always a non-zero risk of accidents. We disclaim liability for any damage caused by autonomous decisions made by our systems in the absence of negligence or willful misconduct from our side. We expect users to have safety protocols in place (for example, a human operator monitoring a drone flight who can intervene).
• Not Certified for Critical Use: Our products are not certified for use in any environment where malfunction could lead to death or serious injury (for example, not certified as medical devices, not certified for aerospace control systems, unless explicitly stated in a supplemental agreement). Accordingly, we disclaim any implied warranty or representation that the Services are suited for such purposes.
• Third-Party Data and Models: Our AI services may utilize third-party data sets or pre-built models. We cannot guarantee that these third-party components are error-free or suitable for every scenario. If an AI model relies on an external service or dataset that becomes unavailable or is found to have issues, we will attempt to rectify it but are not liable for such third-party failures beyond our control.
• Advice and Consulting Disclaimer: Any statements by Nuerolytica personnel, whether in AI explanations, training sessions, or support, that pertain to regulatory compliance, legal interpretations, or other professional advice domains, are offered in good faith but do not constitute formal professional advice. For example, if our consultant mentions that “Based on our analysis, it seems your process might comply with Regulation X,” this is not a legal certification. You should consult your own legal or regulatory advisors. We disclaim liability for your reliance on such informal advice.
• User Responsibility for Results: You assume full responsibility for outcomes resulting from your use of the Services. Nuerolytica will not be liable for any decisions made or actions taken by you or anyone else based on the output of our AI systems or the performance of our robots. This includes any direct or indirect consequences (financial loss, reputational harm, etc.) of those decisions. For instance, if you use our AI tool to make investment decisions or our robot to run a production line, any loss incurred is your responsibility, not ours, except as may be outlined in a specific SLA with defined penalties or credits.
• Continuous Learning: AI models may evolve. If you use an AI service at one point in time, the results might differ if you use it later, as models are updated and improved. We disclaim any obligation to notify you of every change in model output or to guarantee consistency of output over time.
• Human in the Loop Encouraged: We explicitly state that where feasible, a human should remain “in the loop” for oversight. For any critical application of AI or robotics, do not rely on full automation without human supervision unless you accept the risk of doing so. We provide the tools, but you are the ultimate controller of how they are applied in your environment.

 

In short, cutting-edge technology comes with cutting-edge caveats. We provide these Services with the expectation that users will employ them wisely and with awareness of their limitations. All Services are provided “as is” and “as available” with no warranties, as set forth in this section and in Section 16 below. We aim to help you achieve great results with AI and robotics, but we cannot guarantee them. You use these advanced Services at your own risk, and you should do so with appropriate caution and complementary safeguards.

 

Payment, Billing, and Refund Terms

For any Services provided by Nuerolytica that require payment (whether subscription fees, one-time charges, consulting fees, or other charges), the following terms apply:

• Pricing and Fees: The fees for our Services will be as agreed in the relevant ordering document (e.g., a proposal, SOW, invoice, online checkout, or subscription plan selection). All fees are denominated and shall be paid in the currency specified (if not specified, default is Indian Rupees (INR) for domestic transactions, or US Dollars (USD) for international transactions). Prices may be listed exclusive of taxes and duties, unless stated otherwise, in which case any such taxes (like GST, VAT) will be added to the billed amount as applicable.
• Billing Cycle: For subscription services (e.g., SaaS or RaaS on a monthly/annual plan), billing will occur in advance on the first day of each billing period, unless otherwise agreed. If you start mid-month, the first bill may be pro-rated. For consulting or one-time deliverables, we may invoice per milestones, monthly for time & materials, or as otherwise specified in the SOW (e.g., 50% upfront, 50% on completion).
• Payment Terms: Invoices are due and payable upon receipt or within the period noted on your invoice (commonly within 15 or 30 days) unless otherwise agreed in writing. Payments shall be made via the methods we support (bank transfer, credit card, UPI, etc.). You are responsible for providing complete and accurate billing and contact information and notifying us of any changes to such info.
  • If you are paying by credit card or other electronic method, by providing the payment details you authorize us to charge the fees to such payment instrument. For recurring payments, you authorize us to charge your card or account automatically at the start of each billing period. If an automatic payment fails, we will notify you and you should promptly provide an alternative payment.
• Late Payments: If payment is not received by the due date, we reserve the right to charge a late fee or interest on the overdue amount as permitted by law (for businesses in India, this could be up to 1.5% per month or the maximum rate allowed under the MSMED Act or other applicable law, if relevant). Additionally, we may suspend or disable your account or services for non-payment after providing a notice and a cure period (e.g., if you are 15 days past due, we might send a reminder; if an invoice remains unpaid say 30 days past due, we may suspend service until paid).
• No Refunds Policy (General): Fees paid are generally non-refundable. For example, if you cancel a subscription halfway through a billing period, the remaining days will not be refunded (though you will usually retain access until the period ends, unless termination was due to your breach). Similarly, consulting fees for work already performed are not refundable. This policy applies unless otherwise specified in a refund policy or required by law or a specific service agreement. We provide Services on a best-effort basis and the fees compensate us for time and resources, which cannot be returned.
• Exceptions for Refunds: If a specific Service has a trial period or money-back guarantee explicitly offered, the terms of that offer will govern. For instance, if an SaaS product page says “30-day money-back guarantee”, then within the first 30 days of initial use you may cancel and request a refund according to that policy (assuming you meet its conditions). Absent such an offer, assume no refund. That said, if you believe there has been a billing error or you are unsatisfied due to a failure on our part, please contact our billing support – we do consider goodwill adjustments on a case-by-case basis.
• Upgrades and Downgrades: If you upgrade your service plan (e.g., move from a basic to a premium subscription), you will be charged the pro-rated difference for the remainder of the current period or as per our upgrade policy. If you downgrade, the change will typically take effect from the next billing cycle (we do not generally prorate and refund partial periods on downgrades, but your access to higher features will continue until the end of the paid period). Note that downgrading might cause loss of access to certain features or reduction in capacity, so exercise caution and perhaps backup your data if needed before downgrading.
• Taxes: Our fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities, unless stated otherwise. You are responsible for any such taxes (except taxes on our income). For example, in India, we will apply GST to our invoices and you are responsible for paying that. If you are required by law to withhold any tax from your payment, you shall gross up the payment such that we receive the full amount owed as if no withholding was required. (If we get a withholding credit, we will reconcile that).
• Invoice Disputes: If you in good faith dispute any portion of an invoice or charge, you must contact us within 15 days of the invoice date and provide details of the dispute. We will investigate and work with you in good faith to resolve it. The undisputed portion of the invoice remains payable by the due date. Once resolved, any amount agreed as payable must be paid immediately. This dispute process does not extend the payment due date for undisputed charges.
• Promotions and Discounts: If you received a promotional rate or discount, such pricing is only valid for the promotional period. After that, regular rates will apply. Also, promotions (like a free month, or reduced rate) are generally limited to new customers and can’t be combined or reused arbitrarily. If we find abuse of promotions (like creating multiple accounts to get a new customer discount repeatedly), we may revoke the discount and charge the full amount or terminate the account.
• Reimbursable Expenses: For consulting projects or custom services, if there are any expenses to be reimbursed (travel, lodging, special equipment, etc.), those should be pre-approved by you in writing. We will invoice such expenses at cost (or as per agreed rates) with reasonable documentation.
• Changes in Fees: We may change the fees for our Services from time to time. Any increases will typically be communicated with advance notice (for example, via email or via an in-app notification) and will apply at the start of your next billing period. If you are on a term commitment, price changes will only apply upon renewal. If you do not agree with a fee change, you have the right to cancel the Service before the new fees take effect. Continuing to use the Service after the fee change constitutes acceptance of the new fees.
• Collections: In the unfortunate event we must use a collection agency or legal remedies to recover unpaid fees, you may be responsible for covering the reasonable costs of collection, including attorneys’ fees and court costs, to the extent permitted by law.
• Currency Fluctuations: If we allow payment in different currencies and you choose one, you bear the risk of currency fluctuations. The amount we set in one currency might not be adjusted if conversion rates change. If paying by credit card in a foreign currency, your bank might charge currency conversion fees or a different exchange rate – we are not responsible for those differences.
• Refunds in Lawful Cases: Notwithstanding our general no-refund policy, if a law or regulation in your jurisdiction provides for a mandatory refund right (for instance, certain consumer protection laws might allow cancellation and refund within a short period for online services), we will of course comply with such laws.
• Specific Refund Policies: Some of our services might have separate refund or cancellation terms (like a separate “Refund Policy” for certain products). Where such a policy is referenced or provided to you, that will be treated as part of these Terms for that service. Always check the product-specific pages or agreements.
• Billing Support: If you have questions about charges or need a copy of an invoice, you can reach out to our support or billing contact as given on our website or in the Contact section. We aim to clarify any billing matters to your satisfaction.
•  

In essence, by signing up for paid services, you agree to pay for them on time and in full. We commit to delivering the services as agreed, and you commit to compensating us accordingly. Transparency in billing is important to us, so please never hesitate to ask if you need clarification on any charge.

 

Vendor and Contractor Relationships

Nuerolytica may engage third-party vendors, suppliers, or independent contractors in the course of providing our Services to you. We might also partner with other companies (such as cloud service providers, hardware manufacturers, or content providers) to fulfill our offerings. This section outlines how those relationships are managed and how they affect you as a user:

• Use of Third-Party Providers: You acknowledge and agree that Nuerolytica may use third parties to deliver certain aspects of the Services. For example:
  • We might use a cloud hosting provider (like AWS, Azure, etc.) to host our SaaS platform.
  • We might subcontract part of a consulting project to a specialist consultant or firm.
  • We might source robotics components or hardware from third-party manufacturers.
  • We might license third-party software libraries integrated into our solutions.
    In all such cases, we remain responsible for the overall delivery of Services to you, and we will contract with such third parties in a manner that obligates them to maintain standards of confidentiality, data security, and service quality consistent with our commitments.
• No Direct Relationship with Subcontractors: Our subcontracting of any portion of the Services to vendors or contractors does not create a contractual relationship between those parties and you. You are paying Nuerolytica for the Services, and Nuerolytica in turn is responsible for managing its vendors. Therefore, you agree that any liability or issues arising from third-party contributions will be handled by Nuerolytica, not by directing claims against those subcontractors. (For clarity, this doesn’t limit your rights to hold Nuerolytica responsible if a subcontractor causes harm within the scope of delivering our Services; it just means you won’t separately sue the subcontractor as if they had a direct duty to you – unless of course required by law or they have a separate direct role).
• Vendor Software and Tools: If as part of using the Services, you need to use or interact with software, tools, or platforms provided by a third-party vendor (for example, a project management portal by a partner, or a third-party video conferencing tool for a remote robotics session), you may be subject to such third party’s terms of use. We will inform you when this is the case and facilitate obtaining or pointing you to those terms. Your use of third-party tools is at your own risk, and Nuerolytica is not liable for any issues caused by third-party software or services (like downtime or data loss on a third-party platform) that we do not control.
• Procurement and Recommendations: Sometimes, as part of our consulting, we may recommend that you purchase certain third-party products or services (like hardware, cloud services, or software licenses) to complement our solutions. While we aim to recommend reliable options, we do not guarantee any third-party product’s performance or give any warranty on their behalf. Any contract you enter with a third-party vendor is strictly between you and that vendor. Nuerolytica will not be a party to or assume liability under those contracts, even if we facilitated introductions or acted as an agent to purchase on your behalf (unless explicitly agreed otherwise in writing).
• Independent Contractors (Your Personnel): If you are a client that engages us and also has your own third-party contractors who need to interface with our Services (for example, an IT firm working for you needs to coordinate with us, or you give a contractor access to our SaaS for your work), you are responsible for ensuring that those contractors abide by these Terms just as your employees would. We will treat their actions as your actions for purposes of this agreement.
• Nuerolytica Partners and Resellers: We have business partners, resellers, or distributors who might be involved in selling or supporting our Services. If you purchased or obtain our Services through a third-party partner or marketplace, some specific terms might vary (for instance, billing might be through that partner, or they might provide first-level support). However, unless you have a separate agreement with that partner that conflicts, these Terms still apply to your use of the Services. Any commitments made to you by our partners that are beyond what we provide in these Terms are the responsibility of that partner, not Nuerolytica.
• Liability for Vendors: We will make commercially reasonable efforts to ensure that any vendor or contractor we engage does their job properly. However, Nuerolytica is not liable for damages, injuries, or losses caused solely by third-party acts or omissions beyond our control. For example, if a cloud data center has an outage that causes our Service to go down, we will try to restore service and may provide service credits as per an SLA, but we aren’t additionally liable for that outage if it was outside our influence. Similarly, if a subcontractor consultant gives incorrect analysis that causes a problem, our responsibility may be limited to re-performing that work or not charging for it, but not broad consequential damages, in line with the limitations of liability in these Terms.
• Information Sharing: In order to engage vendors or contractors, we might need to share certain data with them (which could include personal data or confidential information) on a need-to-know basis. We will ensure that such parties are under binding obligations to keep all such information confidential and use it only for the purposes of assisting with the Services. We remain accountable for how our service providers handle your data (as per our Privacy Policy and any DPA).
• Third-Party Beneficiaries: These Terms are not intended to confer any rights or remedies to anyone except you and Nuerolytica and our respective successors and permitted assigns. However, Nuerolytica’s affiliates, subsidiaries, and contractors acting on our behalf are intended to be protected by the disclaimers and limitations of liability herein (as if they were “Nuerolytica” wherever liability is disclaimed or limited). This is because we want to encourage frank and effective collaborations without them fearing direct legal exposure from our clients. You agree to extend to them the same limitations of liability and indemnification protections you extend to us under these Terms.
• No Exclusivity: Nuerolytica has a broad network of vendors and contractors, and unless otherwise agreed in a specific contract, we may change or use multiple vendors over time. We don’t exclusively dedicate any particular third-party resources to a single client except by special arrangement. Also, nothing in these Terms restricts us from providing similar services to other customers (we ensure confidentiality is preserved, as stated above).
• Vendor Disputes: If you have an issue arising from something a vendor did or said while assisting in delivering our Services, please raise it with us. We will facilitate resolution with the vendor. You agree not to unilaterally withhold payment or terminate your obligations to us due to a dispute with a vendor, as long as we are in good faith addressing the issue.

 

In summary, we stand behind the integrated solution we deliver to you, but that solution may involve the work or products of others. We manage those relationships carefully, and we ask that you channel any concerns or requirements regarding third parties through us so we can ensure a coordinated and accountable service delivery.

 

Enterprise Contract Provisions (SLA, DPA, MSA)

For our enterprise clients, additional contractual documents often supplement these Terms to address specific needs such as service performance, data protection, and overarching legal terms for a long-term relationship. This section outlines how those documents interact with these Terms:

• Master Services Agreement (MSA): If you have entered into a Master Services Agreement (sometimes called a Master Consulting Agreement or similar) with Nuerolytica, that agreement typically sets broad terms for all projects and services between us. The MSA usually covers high-level legal clauses (governing law, dispute resolution, indemnities, etc.), and it may refer to these online Terms for operational details or vice versa. In case of conflict, generally the signed MSA will state which terms control. Often, the MSA will explicitly incorporate these Terms by reference, meaning that except as modified in the MSA, these Terms still apply. If an MSA is in place, its terms on any subject matter that is also in these Terms will supersede the corresponding provisions of these Terms to the extent of inconsistency.
• Service Level Agreement (SLA): Enterprise clients might have an SLA that guarantees certain service performance metrics (uptime, response time, throughput, etc.) and remedies if those are not met. For example, an SLA might promise 99.5% uptime for a SaaS platform, with a credit of X% of monthly fee for each hour of downtime beyond allowed. If we have provided an SLA:
  • It will be a separate document or an appendix that specifically states the metrics and remedies.
  • To claim a remedy like a service credit, the SLA will outline the process (often you must request the credit within a certain time after an incident, and our monitoring logs will be the authoritative source).
  • SLA credits or remedies (like extended support time or in some cases right to terminate if performance is consistently under par) are typically your sole and exclusive remedy for the performance issues covered by the SLA. They are not cumulative with other remedies. For example, you can’t get both an SLA credit and sue for breach for the same downtime – the SLA credit is the agreed compensation.
  • If there’s an SLA, its terms will prevail regarding service performance and warranty over the general disclaimers in these Terms, to the extent of conflict. However, any matters not covered in the SLA (like data loss not addressed by an uptime guarantee) would still fall under these general Terms.
• Data Processing Agreement (DPA): Where required by law (for example, GDPR if you’re an EU client, or the DPDP Act in India once fully in force) or by your internal policies, we may sign a DPA outlining how we process personal data on your behalf when providing the Services. The DPA typically includes commitments on:
  • The subject matter and duration of processing, nature and purpose, types of personal data and categories of data subjects.
  • Our obligations as a data processor (or “data fiduciary” under Indian law if applicable in context): following your instructions, implementing security measures, assisting with data subjects’ rights, etc.
  • Use of sub-processors (tying to our vendor discussion above – listing approved sub-processors and mechanisms for adding new ones with notice to you).
  • Cross-border data transfer mechanisms (like Standard Contractual Clauses for EU data, or conditions under the DPDP Act for transferring data outside India).
  • Audit rights and deletion/return of data upon termination.
    The DPA’s terms are specialized and, where overlapping, would supersede the general privacy and data terms in this document for personal data covered by the DPA. For instance, while these Terms say we may keep data backups, a DPA might require deletion of personal data upon termination which we will comply with for that personal data.
• Order Forms / SOWs: Each enterprise service engagement might be initiated by a Statement of Work or Order Form that defines the specifics (scope, timeline, price, deliverables) for that engagement. The SOW works under the umbrella of the MSA and these Terms. Typically, the hierarchy is: MSA (highest) -> SOW -> these Terms/other attachments. So SOW can refine and add to these Terms (like adding deliverable acceptance criteria, or specifying a unique warranty for that deliverable).
• Priority of Documents: Unless an MSA explicitly provides a different order of precedence, a common structure is:
  • MSA or main services agreement (highest priority).
  • Any attached Data Protection Addendum or security addendum.
  • These Terms of Service (if incorporated by reference).
  • Finally, any Purchase Order terms from client (which we typically do not accept to override our documents, so usually PO is just for administrative tracking).
    In any case, we strive to ensure there’s no confusion. If something is in an enterprise agreement, follow that, otherwise these Terms fill the gaps.
• Tailored Negotiations: We understand enterprise clients sometimes require negotiation of certain terms (like liability caps, IP ownership of deliverables, non-solicitation, etc.). Those negotiated terms if agreed and put into the MSA or SOW will apply to that client specifically, even if different from these default Terms. Other clients or users without such negotiated contracts are governed solely by these Terms.
• No Double Dipping: If an issue arises, enterprise agreements often specify that a claim under one cannot be duplicated under another. For example, if you get a service credit under the SLA for downtime, you likely cannot also claim breach of contract under the MSA for the same instance of downtime – one remedy.
• Survival of Terms: Enterprise agreements usually have clauses that certain provisions survive termination (confidentiality, IP rights, accrued rights, etc.). Even if an MSA terminates, both the MSA and these Terms would consider which obligations survive. Often confidentiality, dispute resolution, indemnities, and limitations of liability will survive indefinitely or as specified.
• Conflict Example: To illustrate, if these Terms limit our liability to a certain amount but an MSA with you sets a different cap (or perhaps none for certain damages), the MSA’s figure will govern for that enterprise client. Or if these Terms require arbitration but your MSA says disputes will go to court, the MSA’s dispute clause applies for that relationship.
• SLA Monitoring: If you have an SLA, you might have access to a dashboard or reporting that shows current performance vs targets. We’ll use those official measurements for determining compliance. The SLA will define any exceptions (like scheduled maintenance windows often don’t count towards downtime).
• Amendments: Enterprise contract provisions can typically only be changed by mutual written agreement (so an update to these posted Terms might not automatically change your MSA or SLA unless it’s something that by MSA flows down and is acceptable).
• Flow-Down to Users: If you are an enterprise client, you might have your employees or end-users actually using the Services. It’s your responsibility to ensure they follow applicable terms (like acceptable use). Many enterprise agreements require you to have your users comply and that any breach by a user is deemed breach by you. That ties in to indemnification as well (you’d indemnify us if your users cause claims).
• Joint Drafting: Just a nuance: Many MSAs including ours may state that all documents were jointly drafted or that their terms will be interpreted without heavy weight on who drafted (to avoid bias in interpretation). Even if not explicitly stated, we agree that any enterprise contract terms should be interpreted fairly and consistently with these Terms.

 

In essence, our enterprise documentation is meant to complement these Terms and give greater assurances where needed (like performance guarantees or data handling commitments). We appreciate that enterprises need those details, and we honor them. Always refer to your specific contract documents for the precise obligations in your case, and use these Terms as a general framework.

 

Termination, Suspension, and Modification

Nuerolytica reserves the right to terminate or suspend Services, as well as modify the Services or these Terms, as described below. Likewise, you have the right to terminate the use of Services. It’s important to understand how termination works and what the consequences are:

• Termination by You (Cancellation): You are free to stop using our Services at any time. If you wish to terminate your account or subscription, you can do so by following the procedures on our platform (e.g., an account settings page) or by contacting us in writing (including email to the designated support/contact address).
  • For paid subscriptions, if you cancel, you will typically retain access until the end of the current billing period that you have paid for, after which it will not renew. We do not provide refunds for early cancellation except as explicitly stated in Section 10 or required by law.
  • If you are an enterprise client and wish to terminate a contract for convenience (where permitted), you must do so according to the notice period specified in your MSA or SOW (e.g., 30 days’ notice after an initial term).
• Termination or Suspension by Nuerolytica: We may suspend or terminate your access to Services (in whole or in part) immediately upon notice to you (including via email or notification on the platform) if:
  • You materially or repeatedly breach any provision of these Terms (for example, you violate the license restrictions or fail to pay amounts due after reminder).
  • We are required to do so to comply with a legal requirement or court order (for instance, if our regulator or a court tells us to shut down some service or to bar you specifically).
  • We reasonably believe your use of the Services poses a security risk to the Services or other users, or could subject us to liability (e.g., you are suspected of hacking, fraud, or using the Services in a way that could be defamatory or infringing, leading to potential claims).
  • In case of non-payment, as described earlier, we may suspend service until payment is received. After a prolonged non-payment (say 60 days overdue), we might terminate the account entirely.
  • If you undergo bankruptcy, insolvency, or business winding down, and as a result we believe continuation is infeasible, we may terminate (though in some jurisdictions there are legal processes we will follow).
• Effect of Suspension: Suspension (as opposed to full termination) means your account is temporarily disabled and you cannot access it, but it could be restored upon curing the issue. During suspension, your data typically remains intact, but inaccessible to you. The obligation to pay fees may continue if the suspension is due to your fault (for example, we might still charge subscription fees during a period of suspension for breach if we later reinstate you after cure).
• Effect of Termination: Upon termination of your access or contract:
  • Your rights to use the Services cease immediately. Any licenses granted to you for software or content end.
  • You must promptly cease all use of any proprietary materials and, if requested, return or delete any Nuerolytica-provided confidential materials in your possession (like documentation or software code). If you have devices or equipment from us (as in RaaS), you must coordinate return promptly.
  • We will typically permanently delete or disable access to your data in the Services following termination. For personal accounts, deletion might occur quickly; for enterprise, we might retain data for a contractually agreed period. We have no obligation to retain your content or data after the effective termination date, unless otherwise agreed (like data return clause in a DPA or SOW). It’s wise for you to export any data you need before terminating or as soon as possible thereafter.
  • If termination is due to your breach, you remain liable for fees up to the termination date and we may accelerate any fees that were owed for the remaining part of a fixed term contract as damages (subject to legal limits). If termination is by you for our breach, and if verified, we may provide a pro-rata refund for any prepaid fees covering the period post-termination (this is at our discretion and as a gesture of goodwill or as required by an SLA).
• Surviving Provisions: All provisions of these Terms which by their nature should survive termination will do so. This includes (but is not limited to) intellectual property rights and ownership provisions, confidentiality obligations, warranty disclaimers, indemnities, limitations of liability, dispute resolution clauses, and governing law.
• Modification or Discontinuation of Services: Nuerolytica is continually evolving its offerings. We reserve the right to modify, suspend, or discontinue (temporarily or permanently) the Services (or any part, feature, or content thereof) at any time. We will endeavor to provide notice when such changes are material:
  • If we discontinue an entire product or service, we’ll attempt to give you advance notice so you can adjust (we might directly email affected users or post a notice on our site). For example, if we decide to end-of-life a SaaS platform, we might inform you 60 days in advance and provide options like migration to a new product or export of your data.
  • If we modify a service in a way that significantly reduces functionality, similarly we’ll inform you. If it’s an improvement or minor change, we may not specifically notify (beyond release notes).
  • In cases of emergency (like security vulnerabilities or to comply with law), we might not be able to give advance notice, but we will inform users as soon as practicable.
  • Nuerolytica shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services per se (i.e., if we decide to stop offering a free beta service, or if we shut down a feature, you won’t have a claim against us provided we delivered what you paid for and follow any applicable contract terms for notice).
  • If you have prepaid for a service that is being discontinued entirely, we will refund the unused portion of the fees (unless we substitute it with a successor service that you agree to use instead).
• Downgrades and Feature Reductions: Sometimes we might change service plans or pricing which results in certain features moving tiers. If that happens mid-subscription, we typically grandfather existing users for the remaining term, or offer a pro-rata refund if we can’ Check the communications we send out for any such changes.
• Your Data on Termination: We touched on deletion above, but specifically:
  • For SaaS, after termination, data deletion is often permanent. Many providers (including us) might keep backups for some additional time, but those are generally for disaster recovery and eventually purge. We are not obligated to retrieve or restore data once your account is terminated, unless a law requires (e.g., for financial records retention or in response to legal process).
  • For consulting deliverables, if you paid for them, you should already have copies of reports or code provided. We may keep archival copies as needed for record or proof of work but won’t use your deliverables for others.
• Reactivation: If your account was suspended (not terminated) and later the issue is resolved, we can restore your access. You may have to pay any outstanding amounts or reasonable reinstatement fees if the suspension was due to something like non-payment or abuse.
• Termination due to Law or Regulation: If a change in law makes it impossible or economically prohibitive to continue providing a service, we may terminate the affected service. We will notify you and neither party will be at fault due to this. We would likely provide a pro-rata refund for any remaining period you paid for that we cannot fulfill.
• Fraud or Illegal Use: If we terminate you because we detected fraud, violation of law, or other misconduct, we reserve the right to report such activities to law enforcement and to pursue legal action if necessary. You will not be entitled to any refund in such case and may be liable for damages.
• Export of Service and Assignment: If we ever needed to transfer or sell a service line (for example, we spin off a product to another company), we might assign our contract with you to that new provider (with notice). That’s not termination, but a change of party. We ensure any such assignment won’t diminish your rights.

 

In summary, termination can happen by either side but comes with responsibilities: we will give notice where possible, you must cease use when it’s over, and certain continuing obligations remain in force. Our goal is to have satisfied customers, so termination is usually a last resort. Communication is key – if you are unhappy or need to leave, talk to us; if we see an issue, we’ll try to discuss before pulling plugs, except in urgent cases.

 

Third-Party Tools and Services

Our Services may incorporate, integrate, or provide you the ability to use tools, content, or services from third parties. It’s important to understand how third-party elements are handled:

• Third-Party Websites and Links: Our website or platforms may contain links to third-party websites or resources (for example, a blog post might link to an external research paper, or an online interface might link to a partner’s site for payments). These links are provided for convenience only. We do not endorse and are not responsible for the content, advertising, products, or other materials on or available from such external sites or resources. If you access a third-party website from our Services, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to those sites. We encourage you to review the terms and policies of any third-party site you visit.
• Integration with Third-Party Services: Some of our Services may offer integration or inter-operability with third-party services. For example:
  • Our software might have an option to connect to your account on a third-party platform via an API (like pulling in data from your Dropbox or Google Drive, or integrating with a Slack or WhatsApp for notifications).
  • We might use a third-party video conferencing service for remote consultations or training (like Zoom, Microsoft Teams, etc.).
  • We might allow third-party plugins or apps to extend our platform’s functionality.
    In cases of integration, we often rely on the third party’s APIs or tools. Your use of those integrated services is subject to the terms of use of the respective third parties. For instance, if you connect our service to a Google service, Google’s terms apply to that usage in addition to ours.
    We strive to make integrations smooth, but we can’t guarantee the availability or continued operation of any third-party integration. The third party could change or suspend their API, and that’s beyond our control.
• Third-Party Software Components: As mentioned earlier, our software may include third-party libraries (including open source). We will provide attributions and license information as required. Some third-party licenses might require that we notify you that their license terms apply. By accepting these Terms, you’re also accepting any relevant third-party license terms (which, for open source, typically allow broad use but disclaim warranties).
  • To the extent required by license, we can provide a copy of the source code for open source components upon request when available (some open source licenses like GPL require this offer).
• Use of Third-Party Content: If our Services display or use content provided by a third party (for example, stock images, data feeds from other companies, or AI models from a third-party source), we typically will have a license from them to do so. We pass through the permission for you to use it within our Services, but only for that purpose. You don’t get to extract and reuse that third-party content outside our Service unless you have your own agreement with the owner. For instance, if our dashboard shows you data from a third-party market dataset, you can’t pull that data out and publish it separately unless permitted by that data provider.
• Third-Party App Stores: If you download a Nuerolytica mobile application from a third-party app store (like Apple’s App Store or Google Play), you acknowledge that:
  • The app store provider is a third-party and has its own terms. You must comply with those (e.g., Apple’s App Store terms).
  • The app store provider has no responsibility for maintenance or support of our app, nor any warranty obligation, except perhaps to refund purchase price if applicable.
  • You and we acknowledge the app store provider (like Apple and Apple’s subsidiaries) are third-party beneficiaries of our Terms as it relates to your use of the app. Upon your acceptance of our Terms, the app store provider has the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.
  • Essentially, this means any app downloaded through such platforms is also governed by their rules, and some disclaimers or roles they have (for instance, Apple isn’t liable for our app, etc).
• External Service Providers: If as part of our Services, you use third-party services (like a payment gateway to pay us, or a courier service integrated for a hardware delivery), those interactions are also subject to the third party’s terms and privacy policies. We aren’t responsible for errors or breaches on the part of such external service providers, but we will try to facilitate resolution if issues arise (for example, if a payment is wrongly processed, we can liaise with the payment provider to sort it out).
• APIs and Developers: If we provide APIs or developer tools that let you build new applications or interactions with our Services, and you incorporate third-party services in those, you must ensure that the third-party usage does not violate any law or rights. We might also have a developer agreement for API usage that includes additional requirements (like not misusing data, not violating privacy of others via the API, etc.). Check any API terms if you go that route.
• Third-Party Representations: Any dealings you have with third parties found while using the Services are between you and the third party. This includes payment for and delivery of goods or services, and any other terms (like warranties) that are part of such transactions. Unless explicitly stated, Nuerolytica does not endorse or make any representations about third parties or their products/services.
• Indemnification Concerning Third Parties: You agree that if your use of the Service in conjunction with any third-party service or content leads to a claim or dispute (for example, you use our software to send messages via a third-party API and it violates that third party’s rules or someone’s rights), you will indemnify Nuerolytica for any cost or liability we incur as a result of your actions (more on indemnification in Section 16).
• No Warranty for Third-Party Offerings: We provide no warranty or assurance regarding third-party offerings. For example, if our robot uses a third-party battery, we don’t independently warrant that battery’s performance; you’d rely on the manufacturer’s warranty. Or if we integrate a third-party AI model, we don’t guarantee its outputs beyond whatever that third party provides.
• Removal of Third-Party Access: If a third-party tool that we’ve made available or integrated is causing security or performance issues, we may remove or disable that integration at our discretion (even if it’s a feature you use). We’ll do this typically to protect the overall service or comply with law. We’ll attempt to notify affected users if practical.
• Client-Provided Third-Party Services: Sometimes you, the client, might ask us to work with a specific third-party service or tool that you provide (for example, you give us access to your Salesforce or AWS environment as part of a project). In such cases, you must ensure we are covered under your license and that our use is permitted. You’ll reimburse or protect us if using your designated third-party tools causes any licensing or legal issues (e.g., if you didn’t have the right to let us use a software and the vendor comes after us, that’s on you).

 

The key point: third parties are not under our control. We choose reputable ones and aim for smooth integrations, but ultimately, we can’t be responsible for their actions or failures. You should approach third-party interactions with the same care as you do any internet or business activity. Our liability for third-party issues is excluded to the fullest extent allowed (see Section 16).

 

Export Control and Compliance

Nuerolytica operates in a global environment and our Services, especially in technology and robotics, may be subject to export control and economic sanctions laws. We require compliance with all such laws by both us and our users:

• Compliance with Export Laws: You agree to comply with all applicable export and import control laws and regulations in your use of the Services, including but not limited to the export laws of India (such as regulations under the Foreign Trade Policy of India), as well as, where applicable, the export control regulations of other jurisdictions like the United States (e.g., the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR)), the European Union, and United Nations sanctions. In particular, but without limitation, you shall not use, export, re-export, import, sell, transfer, divert, or disclose any part of the Services or any related software or technical information, directly or indirectly, except as authorized by and in compliance with such laws and regulations.
• Restricted Parties and Destinations: By using our Services, you represent and warrant that:
  • You are not located in, under the control of, or a national or resident of any country or region that is subject to comprehensive economic sanctions or embargoes (for example, at present this includes countries like North Korea, Syria, and regions like Crimea, Donetsk, and Luhansk, among others as updated from time to time by relevant authorities). (Note: India typically adheres to UN sanctions and has its own list of sanctioned entities; we include major sanctions regimes as a precaution).
  • You are not identified on any government restricted-party or denied-party list (such as the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List or Entity List, the EU Consolidated Financial Sanctions List, or any similar list by Indian authorities).
  • You will not use the Services for the design, development, production, or use of nuclear, chemical, or biological weapons, missiles, or nuclear explosive activities, or in any facility or activity that involves such purposes, unless such use is authorized by the relevant government (and evidence of authorization is provided to us).
  • If you download or use any software or technology from Nuerolytica, you will not export or re-export it to any countries or entities where such export is restricted without proper authorization.
• Disclosure of User Status: If you become subject to any sanction, embargo, or restriction (for instance, if you move your operations to a sanctioned country or you or your parent company become listed on a sanctions list), you must notify us immediately. In such an event, we reserve the right to terminate any or all Services without notice to comply with legal requirements.
• Government Approvals: It is your responsibility to obtain any license or other governmental approval needed for your use of the Services (for example, if you are exporting data or technology you got from us to another country, or using our technology in a country where a license is needed). You must also complete any required undertakings (such as end-user or end-use certificates) to satisfy export regulations. We will reasonably cooperate on our end if an export license or import clearance is needed for our supply of the Services to you, but the onus is on you for re-exports or where you are the exporter of record.
• Trade Compliance in Robotics/Hardware: If we supply physical products (like robotic equipment), those items might be classified under certain export control lists (like dual-use items). We will provide information on the export classification of items upon request when available (such as an Export Control Classification Number (ECCN) for U.S. items or any classification under Indian export lists). You agree not to export or re-export any hardware or technical data we provide to any countries or entities where such export is restricted without proper authorization.
• Anti-Corruption and Ethics: Export control often goes hand in hand with compliance in general. You represent that you will not use the Services in any way that would cause us to be in violation of applicable anti-corruption laws (like the U.S. FCPA, UK Bribery Act, or India’s Prevention of Corruption Act) or anti-money laundering laws. This means, for example, you won’t use our services to facilitate illegal payments or fraud. If our engagement involves international dealings, both parties agree to abide by all relevant anti-bribery laws (no offering or accepting bribes, kickbacks, etc., related to procuring or delivering the Services).
• Customs and Import Laws: If you receive hardware from us, you are responsible for compliance with all import laws and regulations in your country. That includes paying any import duties, taxes, and fees, and obtaining any required import licenses or permits. We’ll provide necessary documentation (commercial invoice, packing list, origin certificates if applicable) to help with customs clearance.
• Indemnity for Export Violations: You agree to indemnify and hold Nuerolytica harmless for any fines, penalties, or liabilities arising from your breach of this section (Export Control and Compliance). For instance, if you illegally export our technology and that results in a government penalty against us, you will cover that cost.
• Right to Refuse Service: If we suspect that providing the Service to you may violate export control or sanctions laws (for example, if we suspect your use may be for a sanctioned party or purpose), we may request more information or assurances from you. If not satisfied, we may refuse or suspend service to ensure compliance with law.
• Continuous Compliance: Laws change. Both parties should stay updated on relevant export regulations. Nuerolytica will do so for its business, and you should for yours. If at any point an export law would prohibit us from providing a Service (like a new sanction on a country where you operate), we will either obtain an appropriate license if possible or may have to terminate the engagement.
• Local Law Adherence: Beyond export laws, you must use the Services in accordance with the laws of the country in which you operate or use the Services. We make no representation that our Services are permissible or available for use in every jurisdiction. It is your responsibility to ensure that accessing or using our Services is legal in your jurisdiction. If it’s not legal, you should not use the Services.
• Feedback Loops: If you’re an enterprise client and require us to adhere to certain compliance standards (like providing documentation for your internal trade compliance audit), we will reasonably assist as possible, provided it doesn’t compromise security or violate confidentiality of our other customers.
• Notification of Potential Violations: If you believe that a violation of this section has occurred or is likely (e.g., you learn someone is misusing our Service to ship tech to a sanctioned country), please inform us so that we can take appropriate action.

 

This section’s aim is to protect both you and us from serious legal transgressions. Export control and sanctions violations can carry heavy penalties, including fines and imprisonment. We take our compliance seriously, and we expect you to do the same. By following these rules, we ensure our advanced technologies contribute positively without entangling in unlawful global activities.

 

Indemnification and Limitation of Liability

This section allocates risk between you and Nuerolytica. It is one of the most important sections as it caps and clarifies potential liabilities.

Indemnification (Your Duty to Protect Us):
You agree to indemnify, defend, and hold harmless Nuerolytica and its affiliates, and each of their respective directors, officers, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all third-party claims, liabilities, losses, damages, expenses, and costs (including reasonable attorneys’ fees) that arise out of or relate to:

1. Your Breach: Your violation of any of these Terms or of any applicable law or regulation. For example, if you use the Services in a way that breaches a law and we get sued or fined as a result, you must cover those losses.
2. Your Content: Your User Content or data, including any claim that content you submitted infringes or misappropriates the intellectual property, privacy, or other rights of a third party, or that it is defamatory or harmful (except to the extent we modified the content and the issue is with our modifications).
3. Your Use of Services: Your use or misuse of the Services, including any actions taken by you or under your account that cause harm or damage (for instance, if you use our AI to make an investment decision and then accuse us of the loss, that claim is on you; or if you let someone into your account and they do something that causes damage, any claim by a third party would lead to indemnity).
4. Violations of Third-Party Rights: Your violation of any rights of another, including any employee, customer, or individual, arising out of your use of the Services. As an example, if you as an employer use our analytics on your employees and one of them claims their rights were violated, you would handle that claim and protect us from it.
5. Combining with Other Products: If you integrate or combine our Services with something else (not contemplated by us) and a claim results (like a patent claim because of that combination), you will indemnify us.

 

We reserve the right, at our option, to assume exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations). In that case, you agree to cooperate with our defense of such claim and you may not settle a claim without our prior written consent (because we might want to ensure the settlement is acceptable to us).

 

Indemnification (Our Duty to You – if any):
In general, Nuerolytica provides the Services as-is and without significant promise of indemnity. However, in some enterprise agreements we may agree to specific indemnifications (e.g., for intellectual property infringement by our product). Outside of such agreement:

• We will defend you and hold you harmless against claims that our core proprietary Services (as delivered by us, not combined or modified by you) infringe a third party’s patent, copyright, or trademark, or unlawfully misappropriate a third party’s trade secret, provided that you promptly notify us of the claim, give us sole control of the defense (and settlement) of the claim, and provide us all requested cooperation. If such a claim arises, we may choose to either (a) modify or replace the affected Service to be non-infringing, (b) obtain a license for you to continue using it, or (c) if neither is feasible, terminate your use of the affected Service and refund any pre-paid, unused fees. We have no obligation for any claim to the extent it arises from your breach of terms, your instructions or specifications, or combination with other items not provided by us.
• This IP indemnity is our only indemnity to you (if applicable) and states your sole remedy for such infringement claims. Some jurisdictions imply certain indemnities or liabilities on providers but we limit ours to what’s explicitly promised here or in a signed contract.

 

Limitation of Liability:

To the maximum extent permitted by applicable law:

• Indirect Damages Exclusion: Nuerolytica (and its affiliates, officers, employees, agents, suppliers, and licensors) will not be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages whatsoever. This includes, without limitation, damages for lost profits, lost savings or revenue, loss or corruption of data, business interruption, loss of business opportunity, goodwill, or other intangible losses, even if we have been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
• Direct Damages Cap: Nuerolytica’s total, aggregate liability to you for all claims arising out of or relating to these Terms or the Services (whether in contract, tort (including negligence), statutory duty, or otherwise) is limited to the total amount of fees actually paid by you to us for the specific Service in question in the twelve (12) months immediately preceding the event giving rise to the claim, or INR 10,00,000 (Indian Rupees ten lakhs), whichever is less. If you received the Services free of charge or under a beta trial, Nuerolytica shall have no liability to you whatsoever, to the extent permissible by law (you get what you paid for, and if it’s zero, our liability is nearly zero).
• Exceptions to Limitations: Certain liabilities cannot be limited or excluded under applicable law. Notably, nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by a party’s gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; (c) any other liability which cannot be limited or excluded by law. Also, the indemnification obligations mentioned above are obligations we’ve agreed to outside the cap (if we indemnify you for IP, that’s typically outside the cap on direct damages, unless a contract states otherwise).
• Consumer Law Rights: If you are using the Services as a consumer (not as a business), you may have certain statutory rights that cannot be disclaimed. None of the disclaimers or limitations above affect those statutory rights if applicable. However, our Services are primarily business-focused, and we provide them as such.
• Multiple Claims: The existence of multiple claims or causes of action will not enlarge the limit. The cap is a cumulative cap for all claims in the aggregate.
• Acknowledgment of Risk Allocation: You acknowledge that Nuerolytica has set its prices and entered into these Terms in reliance upon the disclaimers and the limitations of liability set forth herein, that the same reflect an agreed allocation of risk between the parties and form an essential basis of the bargain, and that they will survive and apply even if any limited remedy is found to have failed its essential purpose.
• Application of Limitations: The limitations of liability in this Section 16 apply to all causes of action, whether based on breach of contract, breach of warranty, strict liability, tort (including negligence), or any other legal theory.
• Third-Party Liability: For clarity, we are not liable for any loss or liability that arises from third-party claims between you and third parties (except as covered by indemnity). For example, if a third party sues you over something you did with our Service, that’s your responsibility to handle under indemnification, and doesn’t count as our damage.
• Release: To the fullest extent permitted by law, you release us and our affiliates from responsibility, liability, claims, demands, and/or damages (actual or consequential) of every kind and nature, known and unknown, arising out of or relating to disputes between users of the Services or between a user and a third party in connection with the Services.

 

No matter what, our goal is to work with you such that these limitations never need to be tested. We stand by our work and will strive to resolve any issues amicably and reasonably. However, these legal protections are important for us to continue innovating and offering Services without undue risk.

 

Force Majeure and Waiver

Force Majeure: Nuerolytica shall not be liable for any delay or failure to perform its obligations under these Terms (except payment obligations) if such delay or failure is caused by events beyond our reasonable control. This includes, but is not limited to:

• Natural disasters (acts of God) such as earthquakes, hurricanes, floods, lightning, or extreme weather conditions.
• Fire or explosions.
• War, acts of terrorism, hostilities, civil unrest, riots, or acts of public enemies.
• Government orders, laws, or regulations (including trade restrictions, sanctions, or quarantine restrictions).
• Pandemic, epidemic, or widespread illness (including government-imposed lockdowns or travel bans).
• Strikes, labor disputes, lockouts, or other industrial disturbances (excluding those involving our own workforce, if caused by our failure to settle).
• Failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment, or other utility failures.
• Shortage or inability to obtain materials, equipment, or transportation.
• Cyberattacks or internet disturbances that are not due to our own failure to maintain security measures (for example, a major internet backbone outage or a DNS attack affecting large swaths of the internet, or widespread ransomware incidents).

 

In the event of a force majeure event:

• The affected party (either Nuerolytica or you) shall give prompt notice to the other party with details of the event and its expected impact on performance.
• The obligations of the affected party (other than confidentiality and data protection obligations, which should be maintained if reasonably possible) shall be suspended to the extent and for the duration that performance is prevented or delayed by the force majeure event.
• The affected party shall make reasonable efforts to mitigate the impact of the force majeure event and resume full performance as soon as feasible.
• If the force majeure event persists for an extended period (for example, more than 30 or 60 days), either party may have the right to terminate the affected Services upon written notice to the other, without liability (except that if services were prepaid, a prorated refund should be provided for undelivered service, in case of such termination).

 

Both parties understand that force majeure events are by nature unpredictable, and agree to work in good faith to adjust schedules or obligations fairly when such events occur.

 

Waiver:

• No waiver by either party of any breach or default or exercise of a right under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default or a waiver of any similar or future rights or provisions. In other words, if one party fails to enforce a provision, or delays in enforcing it, that does not mean they have waived their right to enforce it later.
• For example, if you miss a payment and we do not immediately enforce the late fee or suspension, we are not waiving our right to enforce payment or any other term in the future.
• Any waiver of any provision of these Terms will be effective only if in writing and signed by the party granting the waiver. Mere silence or inaction will not constitute a waiver.
• If we choose to forgive a particular non-compliance or give an extension on one occasion, it does not obligate us to do so on another occasion. The same applies to you; if you allow a minor breach by us to slide once, you can still require strict compliance later.
• A single or partial exercise of a right or remedy by either party does not preclude further exercise of the right or exercise of any other right or remedy. For instance, if we take one remedy like applying a late fee, we can still later choose to suspend services as well, if the situation warrants, and it doesn’t mean we’ve chosen only that remedy exclusively.

 

Cumulative Remedies: Except as expressly provided otherwise in these Terms, all rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other right or remedy.

 

Severability (Related to Waiver): If a court finds any part of these Terms unenforceable (like a certain clause being invalid), that part will be severed, and the rest of the Terms will remain in effect. The parties will, in good faith, amend the Terms to reflect as closely as possible the original intent in a valid and enforceable manner.

 

No Third-Party Waivers: Only the party that has a right may choose to waive it. For example, if these Terms grant a benefit or option to Nuerolytica, only Nuerolytica can waive it; you cannot declare that we have waived a right unless we explicitly communicate that.

 

In simple terms, this section says: We aren’t liable for things outside our control that make it impossible to do our job. And if either of us doesn’t enforce something once, that’s not giving up our right to enforce it later.

 

Dispute Resolution Mechanism (Arbitration Optional)

These Terms are governed by and shall be construed in accordance with the laws of India. In the event of any dispute or difference arising out of or in connection with these Terms or the Services, we encourage the parties to first attempt to resolve it amicably through discussions and negotiations in good faith.

 

Negotiation: If any dispute arises, either party may notify the other of the nature of the dispute, and within 15 days of such notice, designated representatives of both parties shall meet (or confer via teleconference) to attempt to resolve the dispute. If the dispute is resolved by negotiation, the solution should be documented in writing and signed by both parties.

 

Arbitration (Optional): If the dispute is not resolved through negotiation within 30 days of the initial dispute notice (or such longer period as the parties may mutually agree), then either party may choose to refer the dispute to binding arbitration as follows:

• The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (and any amendments thereto) of India.
• There shall be a sole arbitrator mutually appointed by the parties. If the parties cannot agree on an arbitrator within 15 days of one party’s written request to appoint an arbitrator, then, upon either party’s request, the arbitrator shall be appointed in accordance with the rules of the Indian Council of Arbitration (ICA) or any court of competent jurisdiction.
• The seat and venue of arbitration shall be Gurugram, Haryana, India, and the arbitration proceedings shall be conducted in the English language.
• The arbitrator’s award shall be final and binding on both parties. The award may include costs of the arbitration (including reasonable attorneys’ fees) to be allocated at the arbitrator’s discretion. Judgment on the award may be entered in any court having jurisdiction.
• The parties agree that the arbitration shall be kept confidential. The fact that an arbitration is occurring, and any documents or information exchanged or rulings given, shall be confidential, except to the extent necessary to enforce the award or as required by law.
• Arbitration Optionality: By stating “arbitration optional”, we mean that if a dispute arises, both parties can mutually decide to go to arbitration, or either party can propose arbitration. However, arbitration is not mandatory unless and until one party elects it by serving an arbitration notice. If neither party opts for arbitration, either party is free to proceed to court. Once arbitration is elected by a party through proper notice, both parties are bound to resolve the dispute via arbitration (except for seeking interim relief in court as noted below).
• Interim Relief: Notwithstanding the above, either party is free to approach competent courts (even before arbitration is concluded or whilst it is pending) for interim or provisional measures including injunctive relief, attachment, or any conservatory measures for the protection of rights or property. Seeking such measures shall not be deemed a waiver of the agreement to arbitrate or a breach of this dispute resolution mechanism.
•  

Jurisdiction and Venue (Courts): Subject to the arbitration clause above (if activated), any dispute which is not resolved by negotiation or submitted to arbitration, or any dispute for which arbitration is not pursued, shall be subject to the exclusive jurisdiction of the courts in Gurugram, Haryana, India. You and Nuerolytica agree to submit to the personal jurisdiction of the courts located in Gurugram, Haryana for the purpose of litigating all such disputes. If, for example, a party opts not to arbitrate, or an arbitration clause is held unenforceable, then the courts of Gurugram will adjudicate the dispute.

 

Class Action Waiver: To the extent permitted by law, both parties agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and neither party will seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. This means, for instance, you agree not to bring a claim as a plaintiff or class member in a class or representative action against us.

 

Small Claims: If the dispute qualifies for small claims court or a consumer forum of limited jurisdiction and authority in Gurugram or your jurisdiction, either party may choose to bring an action in such court instead of arbitration or formal court, provided it is filed on an individual (non-class) basis and remains within that court’s jurisdictional limits.

 

Time Limitation: To the extent permitted by law, any claim or cause of action arising out of or related to the use of the Services or under these Terms must be filed within one (1) year after such claim or cause of action arose. If not, it is permanently barred. (This does not apply to collection of owed fees or to IP claims, as those often have their own statutes of limitations.)

 

Governing Law: These Terms and any disputes will be governed by the substantive laws of India, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply to these Terms.

 

Grievance Redressal: As an Indian company complying with local law, we have appointed a Grievance Officer for addressing complaints (see Contact section). If you have any issues, you are encouraged to first contact that officer. For user grievances related to intermediaries (if our Services fall under that category under IT Rules), we will respond within the timelines prescribed by law.

 

In summary, we hope never to have disputes, and if we do, hopefully we can resolve them amicably or via a simple process. But if formal proceedings are needed, this section sets out how and where that will happen – primarily in Gurugram, under Indian law, and possibly through arbitration if chosen.

 

Updates to Terms and Communication to Users

Nuerolytica is a dynamic organization, and from time to time we may need to update or modify these Terms or our policies to reflect changes in our Services, technology, or legal requirements. This section explains how we will do that and how we communicate changes.

• Right to Modify Terms: We reserve the right to modify these Terms at any time. However, any changes will not be retroactive – they will apply from the effective date of the update forward. We will not change the Terms to materially reduce your rights without providing notice.
• Notification of Changes: If we make material changes to the Terms, we will provide you with reasonable notice prior to the changes taking effect. Notification methods may include:
  • Sending an email to the address associated with your account (if you have provided one).
  • Posting a prominent notice on our website or within the user interface of our Services.
  • Including a message in product release notes or login screens.
    We will indicate at the top of the Terms the date of the latest revision. Minor changes (like clarifications or corrections that do not materially affect your rights) may be made with less formal notice (for instance, just updating the Terms online).
• Acceptance of Changes: By continuing to access or use the Services after the new Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you must stop using the Services and (if applicable) cancel your account or subscription. We will always give you the opportunity to terminate without penalty if you do not agree to a material change (for example, if you paid in advance, we might give a pro-rated refund if you object to changes, depending on the nature of the change and any legal obligations).
• Exceptions: If you are an enterprise client with a separate MSA or negotiated terms, changes to these posted Terms might not automatically affect your contract unless the contract incorporates these by reference and allows such changes. In such cases, we will address modifications through the contract’s amendment process.
• Policy Changes: Changes to other policies (like Privacy Policy or specific product policies) will be communicated in a similar manner, and we’ll usually align them with the Terms changes if related.
• Urgent Changes: Occasionally, we might need to make immediate changes for legal reasons (for example, to comply with a new law or regulation) or for security reasons. In such cases, we may not be able to provide advance notice, but we will inform users as soon as practicable.
• Communications: We may send you communications regarding the Services, such as service announcements, administrative messages, newsletters, or updates. Some of these communications (like billing notices or security alerts) are considered part of the Services and you may not be able to opt out of them. For other communications like marketing emails, you will have the ability to opt out or unsubscribe as described in our Privacy Policy or within the communication.
• Contact Information: It is important that you keep your account contact information (especially email) up to date so that you can receive notices about changes to Terms or Services. We are not responsible if you fail to receive notice because your contact info is inaccurate or outdated or if our notice was filtered as spam (please add our contact email to your safe list).
• User-Initiated Updates: If you have suggestions on how to improve our Terms or policies, we welcome feedback. However, any changes to the Terms must be made by Nuerolytica and we typically cannot accommodate custom variations for individual users except in enterprise contracts.
• Historical Versions: For transparency, we may maintain an archive of previous versions of the Terms. If you need to review the terms that applied at a certain date (especially if relevant to some dispute or claim), please contact us and we will assist in providing the historical terms.
• Continued Improvement: We strive to keep our communications clear. If there’s anything in these Terms you find confusing or if you think a change has introduced ambiguity, please reach out for clarification. Often we can address concerns without any dispute just by explaining our intent.

 

In short, we will play fair and not spring surprises on you. We will tell you when we update our rules here, and you can choose to continue or not. Your continued use tells us you’re okay with the changes.

 

Contact and Grievance Redressal Mechanism

If you have any questions, concerns, or complaints about these Terms, the Services, or any other aspect of your relationship with Nuerolytica, please reach out to us. We believe in addressing issues proactively and transparently.

 

Contact Information:

• Company Name: Nuerolytica Consulting Private Limited.
• Registered Office Address:W-55, First Floor, Malibu Towne, Gurugram, Haryana, 122018, India.
• Email: info@nuerolytica.com (This email can be used for general inquiries. Please include a clear subject line, e.g., “Terms of Service Inquiry” or “Complaint: [Issue]” to help us route it properly.)

 

Grievance Officer (India Specific):
In accordance with the Information Technology Act and rules (including the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021) and the Digital Personal Data Protection Act, 2023, the contact details of the Grievance Officer are as follows:

• Grievance Officer:
• Address:W-55, First Floor, Malibu Towne, Gurugram, Haryana, 122018, India (Attn: Grievance Officer).
• Email: info@nuerolytica.com (Please use subject line “Attn: Grievance Officer” for grievance-related communications).

 

The Grievance Officer is responsible for redressing grievances and complaints from users related to the Services or these Terms. If you have a grievance regarding any aspect of the Services, you may contact the Grievance Officer. We will acknowledge your grievance within 24 hours of receipt and aim to resolve it within 15 days or such other period prescribed by applicable law. We maintain a record of all grievances received and their resolution status as per legal requirements.

 

Complaint Process:

• Submission: Please submit your complaint in writing via email or postal mail to the contacts above. Provide your contact information and a detailed description of your issue. Include any relevant screenshots, order numbers, or account details that can help us understand and investigate the matter.
• Acknowledgment: Upon receipt of your complaint/grievance, we will send an acknowledgment (usually via email) within 24 hours, noting the complaint ID (if we use a ticket system) and the person handling it.
• Investigation: Our team will investigate the issue. This may involve looking into account logs, consulting relevant staff, or reaching out to you for more information. Please cooperate with any requests for additional details.
• Resolution: After investigating, we will take appropriate action to resolve the issue. This could range from technical fixes, providing clarifications, reversing a charge (if justified), or other remedies depending on the nature of the problem. We will communicate the resolution or our findings to you in clear terms.
• Escalation: If you are not satisfied with the resolution provided by our initial support, you can request escalation. Your issue will then be reviewed by a higher authority or an independent panel within Nuerolytica. We will then provide a final response.
• External Remedies: If your grievance pertains to personal data and you are not satisfied with our redressal, under the DPDP Act you may approach the Data Protection Board of India (once established) or other appropriate authority. For other types of disputes, you may consider the dispute resolution avenues described in Section 18 (like arbitration or courts). We sincerely hope it never reaches that stage and commit to working with you in good faith to resolve any issue.

 

No Unlawful or Abusive Submissions: When contacting us or our Grievance Officer, please refrain from using abusive or threatening language. We understand disputes can be frustrating, but we maintain a zero-tolerance policy towards harassment of our staff. Any communication that is slanderous, obscene, or threatens illegal acts may be treated as misuse of the grievance mechanism.

 

Customer Support: For general support or technical assistance unrelated to legal grievances, you may use our standard support channels (such as a helpdesk portal or [info@nuerolytica.com] email if provided). The grievance mechanism is specifically for escalations and legal/rights issues.

 

Updates to Contact Info: If there is any change in our contact details or the Grievance Officer appointment, we will update the Contact section of these Terms accordingly and, if required by law, notify users via our website or other channels.

 

We value open communication with our users and clients. Your feedback and concerns help us improve our Services. Please do not hesitate to contact us – we are here to assist and address any issues to the best of our ability.