1.1 Subscription Services.

Upon execution by the parties of the Order, Neural will provide to Customer the Subscription Services described in the Order for the Subscription Term. Unless the parties agree otherwise in writing, increases in the Subscription Services purchased during a Subscription Term will have a prorated term ending concurrently with the then-current term.

1.2 Affiliate Orders.

A Customer Affiliate may enter into its own Order under this Agreement, in which case the Customer Affiliate agrees to be bound by the terms of this Agreement as if the Customer Affiliate was the Customer.

1.3 Subscription Term.

The initial term of the Subscription Term will end on the date specified in the initial Order. Upon expiration of the initial term, the Agreement will automatically renew for successive terms equal to the that of the expiring term unless a party provides the other party with at least 30 days prior written notice of its intent to not to renew prior of the end of the then current term. Except as expressly provided in the applicable Order, renewal of promotional or one-time priced subscriptions will be at Neural applicable list price in effect at the time of the applicable renewal. If payment for a renewal is received after the expiration of the Order, so that this Agreement would have expired under its terms, this Agreement will be renewed retroactively, and all provisions will be deemed to have been in effect continuously from the renewal date.

2.1 Subscription Services.

Neural grants Customer a non-exclusive right to access and use the Subscription Services for Customer’s own internal business purposes during the Subscription Term and in accordance with the Agreement. This includes the right for Customer to copy and use Neural Software, Reports, and Documentation for its own internal business purposes solely in connection with its access and use of the Subscription Services. These rights extend solely to Customer’s Users so long as they comply with the terms of this Agreement.

2.2 Limited Right to Customer Data.

Subject to this Agreement, Neural may access and use Customer Data solely to provide and maintain the Subscription Services under this Agreement. This limited right extends to Neural Affiliates and subcontractors. Use of Customer Data includes sharing Customer Data as Customer directs through the Subscription Services, but Neural will not otherwise disclose Customer Data to third parties except as permitted in this Agreement or as requested by Customer. Neural will be responsible for the acts or omissions of its Affiliates or subcontractors to whom Neural has disclosed or permitted access to Customer Data as if they were the acts or omissions of Neural.

2.3 Restrictions on Customer Data.

Unless otherwise agreed to in writing by Neural, Customer will not upload to the Subscription Services, or otherwise provide to Neural, either directly or indirectly, any Customer Data that includes Sensitive Personal Information.

2.4 AI Applications.

Customer Data is not used to train AI Applications or AI Models without Customer’s explicit prior written consent. Customer’s use of AI Applications is subject to the following terms: (a) use of any AI Applications must be in compliance with this Agreement and applicable law; (b) while Inputs and Outputs are owned by Customer in accordance with Section 4.1, Neural retains all ownership of and rights to the AI Applications, including all code, algorithms, models, prompts developed by Neural, application programming interfaces, plug-ins, processes, features, and functionality used to provide the AI Applications; (c) Customer is solely responsible for all use of the

Outputs, including, without limitation, for evaluating the accuracy and appropriateness of Output for Customer’s use case and acknowledges that Output may not be accurate, reliable, or unique; and (d) use of AI Applications must be consistent with the relevant provisions of the AI Acceptable Use Policies.

2.5 Support & Improvements.

During the Subscription Term Neural may from time-to-time, in its sole discretion, provide modifications, upgrades, patches, enhancements, or fixes for the Subscription Services, including Neural Software. Neural may also, in its sole discretion, elect to discontinue or cease supporting old versions or releases of the Subscription Services, or remove certain functionality of features from the Subscription Services. Neural will provide Customer with commercially reasonable notice of any substantive changes made to a material feature or functionality of the Subscription Services. Support for the Subscription Services is available via the Neural Help Center. Neural has no obligation to provide Customer with any additional Support, but if Neural and Customer agree to do so, Neural may charge Customer reasonable additional fees for additional support.

2.6 Professional Services.

Professional Services (if any) will be performed in accordance with the Professional Services Addendum and applicable Statement of Work.

2.7 Updates to Neural Policies.

Neural reserves the right to update the Neural Policies at any time in its sole discretion provided that any updates shall not materially diminish the level of privacy, support, or obligations set forth in such Neural Policies previously in place during the then current term.

2.8 Third-Party Content.

The Subscription Services may display, include, or make available Third-Party Content. Third-Party Content is subject to its own terms and conditions, including the applicable flow down provisions referred to in the Supplemental Terms. By accessing or using the Third-Party Content, Customer acknowledges and agrees that Neural is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Content. If Customer does not agree to abide by the applicable terms for any such Third-Party Content, then Customer should not install or use such Third-Party Content. Upon termination of this Agreement, Customer shall remove and destroy all Third-Party Content from Customer's internal systems unless otherwise allowed under the respective third-party terms of service and/or license agreements. NEURAL MAKES NO WARRANTIES FOR THIRD-PARTY CONTENT AND WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIRD-PARTY CONTENT – ANY USE OF THIRD-PARTY CONTENT IS “AS IS” AND AT CUSTOMER’S OWN RISK.

2.9 Third-Party Services.

The Subscription Service may contain features designed or able to interoperate with Third-Party Services. Should Customer choose to use such features or to enable integrations and exchange Customer Data with Third-Party Services, Customer may be required to obtain access to the Third-Party Service from its provider and to grant the Subscription Services access to the Third-Party Service. In addition, Customer may install or enable Third-Party Services for use with the Subscription Services, which may require Customer to grant permission to the provider of the Third-Party Service to access the Subscription Services. Customer’s use of any Third-Party Service is governed by its agreement with the relevant provider, not this Agreement, and Neural is not responsible for Third-Party Services or how their providers use Customer Data. Neural does not warrant or support Third-Party Services and is not responsible for the availability or operation of the Subscription Services to the extent that such availability or operation depends on the Third-Party Service. NEURAL MAKES NO WARRANTIES FOR THIRD-PARTY SERVICES AND WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIRD-PARTY SERVICES – ANY USE OF THIRD-PARTY SERVICES IS “AS IS” AND AT CUSTOMER’S OWN RISK.

2.10 Free and Beta Services.

Any access to and use of Free Services and Beta Services is subject to the Supplemental Terms.

3.1 Users.

To use or access the Subscription Services, each User must register for a user account. Customer is responsible for provisioning and managing user accounts and for its Users’ compliance with this Agreement. Each User must have their own unique user ID and password to access the Subscription Services and must not share their user ID or password with other Persons. Customer

must use reasonable efforts to prevent unauthorized access to or use of the Subscription Services and to notify Neural promptly of any unauthorized access or use of the Services.

3.2 Use Limits.

Use of the Subscription Services is subject to the limits (including type of user and number of users) set forth in the applicable Order. Use of the Subscription Services that exceeds the limits set forth in the Order will be invoiced to Customer in accordance with Section 12 (Payment) of this Agreement.

3.3 Restrictions.

For the purposes of this Section 3.3, “Subscription Services” includes Neural Data, Neural Software, Third-Party Content, and Documentation. Customer will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the Subscription Services (in whole or part), grant non-Users access to the Subscription Services, or use the Subscription Services to provide a hosted or managed service to others; (b) reverse engineer, decompile or seek to access the source code of the Subscription Services, except to the extent these restrictions are prohibited by applicable law and then only upon advance notice to Neural; (c) copy, modify, create derivative works of or remove proprietary notices, attribution, or logos from the Subscription Services including, without limitation, any output from the Subscription Services; (d) conduct security or vulnerability tests of the Subscription Services without Neural’s prior written consent, or interfere with its operation or circumvent its access restrictions; (e) impose (as reasonably determined by Neural) a disproportionate burden on the Subscription Services infrastructure; (f) use the Subscription Services for the purpose of product development, tuning, training, or modification of internal models, generation of aggregated analysis, or creation of data elements related to the Subscription Services; (g) use any machine learning or artificial intelligence product, including open source products, in connection with the use of the Subscription Services without prior written consent from Neural; or (h) use the Subscription Services (i) to develop a product that competes with the Subscription Services or to provide access to the Subscription Services to an Neural competitor, (ii) for benchmarking or competitive analysis of the Subscription Services, (iii) for any unlawful purpose or in an unlawful manner, to violate the rights of others, or in violation of this Agreement; (iv) to store or transmit Malicious Code, (v) for High Risk Activities, or (vi) to disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious. Should Customer violate this Section 3.3, Neural has the right to suspend Customer’s use of the Subscription Services under Section 13 (Suspension) until the violation is fixed without any prejudice to Neural’s ability to terminate under Section 14.2 (Termination).

3.4 Branding and Attribution.

All logos and product names appearing on or in connection with the Services are proprietary to Neural or its licensors and/or suppliers. Customer agrees to never remove or obscure any proprietary notices, logos, or product identification labels from Neural’s Services and related materials. On all maps, images, and other Content created using the Subscription Services, Customer must provide attribution that conforms to Neural’s attribution guidelines.

4.1 Ownership of Customer Data.

Customer owns all Customer Data. Customer may also provide Input to and receive Output from the Subscription Services. As between Customer and Neural, to the extent permitted by applicable law, Customer: (a) retains all ownership rights in Input; and (b) owns all Output, excluding any Neural Data and Third-Party Content contained within such Output. Neural Data and Third-Party Content remains subject to the rights of its respective owners. Customer's rights to Neural Data contained in any Output are limited to what is expressly granted in this Agreement and Customer’s rights to Third-Party Content in any Output are limited to those expressly granted by the applicable third-party licensors.

4.2 Data Export.

Customer Data may be exported by Customer at any time while this Agreement is in effect.

4.3 Customer Obligations.

Customer is solely responsible for Customer Data and represents and warrants that it has all required rights, licenses, and permissions required in the Customer Data as is required for Neural to provide the Services under this Agreement. Neural does not use Customer Data to develop or improve the Services without Customer’s explicit prior written consent.

5.1 Security Measures.

Neural will use appropriate organizational, physical, and technical precautions to protect the security of Customer Data, including measures for preventing access, use, modification or disclosure of Customer Data by Neural’s employees, Affiliates, and subcontractors except: (a) to provide, maintain, and support the Subscription Services, or (b) as compelled by law in accordance with Section 7.3 (Permitted Disclosure).

5.2 Customer Obligations.

Customer is responsible for the use of the Subscription Services by its Users and will notify Neural of any suspected security breach of the Subscription Services without undue delay by emailing privacy@neural.io.

5.3 Privacy.

Neural’s Privacy Notice, located here, forms Part of the Agreement. By using the Services, Customer agrees to the terms specified in the Privacy Notice.

6.1 Reserved Rights.

Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Neural’s express rights in this Agreement, as between the parties, Customer retains all Intellectual Property Rights in Customer Data (including all Input and Output). Except for Customer’s express rights in this Agreement, as between the parties, Neural and its licensors retain all Intellectual Property Rights in the Services, Beta Services, Free Serivces, Neural Data, Reports, Documentation, Usage Data, Third-Party Content and any related materials.

6.2 Feedback.

Customer is not required to provide Feedback. However, if Customer (including its Users or Authorized Service Providers) provides Feedback, Neural may use the Feedback without restriction or obligation, except that Neural will not identify Customer, its Users, or its Authorized Service Providers as the source of the Feedback without Customer’s express prior written approval. ALL FEEDBACK IS PROVIDED “AS IS”.

6.3 Usage Data.

Neural may collect and analyze Usage Data. Insights from Usage Data may be used by Neural to improve and enhance the Subscription Services and to market or publish general information and statistics related to the Subscription Services. Neural represents and warrants that any disclosure of insights or other information derived from Usage Data will be anonymized and aggregated so that it does not identify, and cannot be used to identify, Customer, Users, Customer Data, or “personal data” or “personal information” as defined under applicable law. Usage Data is also required for Customer to use certain Subscription Services functionality.

6.4 Government Rights.

To the extent applicable, the Subscription Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure or transfer of the S

7.1 Standard of Protection.

Each party shall keep in confidence all Confidential Information belonging to the other. The receiving party shall protect the disclosing party’s Confidential Information by using no less than the same degree of care as the receiving party uses to protect its own Confidential Information.

7.2 Exceptions.

The obligations in Section 7.1 (Standard of Protection) do not apply to information that (a) is publicly known through no fault of the receiving party, (b) was properly and lawfully known to the receiving party, without restriction, prior to disclosure by the disclosing party, (c) became properly and lawfully available to the receiving party through a third party, or (d) was independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information.

7.3 Permitted Disclosure.

The receiving party may disclose Confidential Information only to its employees, Subcontractors, Affiliates, Authorized Service Providers, and agents who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement. The receiving party will be responsible for any breach by its employees, Subcontractors, Affiliates, Authorized Service Providers, and agents. The receiving party may also disclose Confidential Information to the extent required by law. If legally permitted to do so, the receiving party must provide prompt notice to the disclosing party of the compelled disclosure and reasonable assistance to the disclosing party should the disclosing party wish to contest the compelled disclosure.

7.4 Publicity.

Customer may state publicly that it is a customer of Neural and Neural may use Customer’s name, logo, and marks to identify Customer in marketing materials and on Neural’s website, solely in accordance with each party’s respective brand guidelines.

8.1 Compliance with Laws.

Each party will comply with all applicable laws that apply to its performance under this Agreement including, without limitation, anti-corruption and anti-terrorism laws. The parties represent and warrant that they have not received or offered any improper or illegal bribe, payment, gift, or other item of material value from an employee or agent of the other party in connection with the Agreement.

8.2 Export Compliance.

Each party represents and warrants that it has not been designated as a person who or that is prohibited from receiving certain technical data by any foreign or U.S. governmental agency, including the U.S. Treasury Department (under its List of Specially Designated Nationals) or the U.S. Commerce Department (under its Denied Persons or Entity List). Customer agrees (a) not to export or re-export, directly or indirectly, any regulated technical data, alone or embodied in any product, in violation of any U.S. or foreign export control laws or regulations and (b) not to use any regulated technical data, alone or embodied in a product, for purposes prohibited by any U.S. or foreign export control laws or regulations, including for nuclear, chemical or biological weapons proliferation purposes.

9.1 Mutual Warranties.

Each party represents and warrants that (a) it is authorized and able to execute this Agreement and lawfully perform its obligations under this Agreement; and (b) it will use industry-standard measures to avoid introducing Malicious Code into the Subscription Services.

9.2 Limited Warranty.

During the Subscription Term, Neural warrants that Customer’s the Subscription Services will perform materially in accordance with the Documentation and Neural will not materially decrease the overall functionality of the Subscription Services during the Subscription Term. In the event of a breach of this limited warranty, Neural’s sole obligation and Customer’s sole remedy is as provided in this Section 9.2. To submit a warranty claim, Customer must promptly, but no later than thirty days after the non-conformance is first identified by or becomes known to Customer, notify Neural in writing of the non-conformity. Neural will use reasonable means to correct the non-conformity. If Neural is unable to correct the non-conformity. Neural will refund to Customer, on a pro-rata basis from the date Neural received the written notice of non-conformance, the amounts pre-paid by Customer that are attributable to the non-conforming portion of the Subscription Services.

10.1 Neural Indemnification.

Neural will, at its own expense, defend and indemnify Customer and its employees, officers, and directors, against any liabilities, damages, and costs (including reasonable attorneys’ fees and expenses) payable to a third party arising out of a claim or action brought against Customer by a third party alleging that Customer’s use of the Subscription Services infringes, misappropriates, or otherwise violates the third party’s Intellectual Property Rights.

10.2 Exclusions.

Notwithstanding the foregoing, Neural will have no indemnification obligations for any claim arising from: (a) Customer Data, Third-Party Content, Third-Party Services, or other materials provided by or on behalf of Customer; (b) the combination of the Subscription Services with equipment, devices, or software not supplied by Neural, if a claim would not have occurred but for the combination; (c) and Customer’s use of the Subscription Services other than in accordance with this Agreement or in a manner inconsistent with the Documentation.

10.3 Mitigation.

Should Neural reasonably determine that Customer’s use of the Subscription Services is likely to be enjoined due to alleged infringement or misappropriation of a third party’s Intellectual Property Rights, Neural, at is sole discretion and expense, will have the right to: (a) modify the Subscription Services to make it non-infringing while retaining substantially equivalent functionality; (b) procure the right for Customer to continue using the Subscription Services at no cost to Customer; or (c) if sub-sections 10.3(a) and 10.3(b) are not commercially reasonable, terminate the applicable Order and refund to Customer the pro-rata amount of any pre-paid and unused Fees for the Services.

10.4 Customer Indemnification.

Customer will, at its own expense, defend and indemnify Neural and its employees, officers, and directors, against any liabilities, damages, and costs (including reasonable attorneys’ fees and expenses) payable to a third party arising out of a claim or action brought against Neural by a third party: (a) arising from Customer’s use of the Subscription Services; (b) resulting from a breach of Customer’s obligations under Section 3.3 (Restrictions).

10.5 Indemnification Process.

A party’s indemnification obligation is subject to the party seeking indemnification: (a) providing the indemnifying party with prompt written notice of the claim; (b) granting the indemnifying party sole control of the defense and settlement of the claim, although any settlement or compromise of a claim requiring a party to admit liability or take (or refrain from taking) action will require that party’s prior written consent, which will not be unreasonably delayed, withheld, or conditioned; and (c) providing the indemnifying party all reasonable information and assistance in the defense of such claims. A party may participate in its own defense at its own expense, so long as it does not interfere with the indemnifying party’s rights under Section 10.5(b).

10.6 Exclusive Remedy.

PROVIDED THAT THE INDEMNIFYING PARTY ADHERES TO ITS OBLIGATIONS UNDER THIS SECTION 10, THIS SECTION 10 STATES THE INDEMNIFYING PARTY’S SOLE LIABILITY TO, AND THE INDEMNIFIED PARTY’S EXCLUSIVE REMEDY AGAINST, THE OTHER PARTY FOR THE CLAIMS DESCRIBED IN THIS SECTION 10

11.1 Limitation of Liability.

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR SPECIAL CLAIMS AND EXCLUDED CLAIMS, THE MAXIMUM AGGREGATE AMOUNT THAT EITHER PARTY CAN BE HELD LIABLE FOR IN RELATION TO THE AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITABLE LEGAL THEORY, OR OTHERWISE, WILL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO NEURAL FOR THE

SERVICES THAT ARE THE SUBJECT OF THE CLAIM IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (the “Cap”). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION.

11.2 Excluded Damages.

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR SPECIAL CLAIMS AND EXCLUDED CLAIMS, IN NO EVENT WILL EITHER PARTY, INCLUDING THEIR AFFILIATES AND SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND REGARDLESS OF WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.3 Special Claims.

A party’s breach of its obligations in Section 7 (Confidentiality) or Section 8 (Compliance) are “Special Claims” subject to a higher liability cap. TO THE EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE AMOUNT THAT EITHER PARTY CAN BE HELD LIABLE FOR IN RELATION TO THE SPECIAL CLAIMS WILL NOT EXCEED THREE TIMES (3X) THE CAP.

11.4 Excluded Claims.

Nothing in this Agreement excludes or limits a party’s liability to the other for the following “Excluded Claims”: (a) a party’s gross negligence, willful misconduct, fraud, or fraudulent misrepresentation; (b) a party’s misappropriation of the other party’s trade secrets or infringement of the other party’s copyrights or trademarks; (c) a party’s obligations under Section 10 (Indemnification); (d) Customer’s obligation to pay Fees and Taxes; (e) Customer’s breach of Section 3.3 (Restrictions); or (f) anything else for which liability cannot be excluded or limited under applicable law.

12.1 Fees.

Customer will pay all Fees set forth in the Order in accordance with the payment terms set forth in the Order. All Fees due to Neural are non-cancelable and non-refundable except as expressly set out in this Agreement. Neural is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by Neural. Currency exchange settlements will be based on agreements between Customer and the provider of Customer's credit card. Unless the Order states otherwise, payment from Customer to Neural is due thirty days from the date of the invoice. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by law, whichever is less, including all related reasonable expenses and fees incurred by Neural in collecting such overdue amounts. Neural may suspend (under Section 13) or terminate (under Section 14) the Subscription Services if payment is past due and not subject to a good faith dispute.

12.2 Excess Usage.

If Customer exceeds any limitation set forth in an Order or this Agreement, then Neural will invoice Customer for such additional usage at the rates set forth in the Order (or if no overage rates are set forth in the Order, at Neural’s then-current standard overage rates), in each case on a pro-rata basis from the first date of excess usage through the end of the Subscription Term.

12.3 Taxes.

Customer is responsible for all Taxes and Neural will charge Customer for Taxes when required to do so.

12.4 Payment Disputes.

If Customer disputes an invoice in good faith, it will notify Neural within fifteen days after the invoice date and the parties will seek to resolve the dispute over a fifteen-day discussion period. Customer is not required to pay disputed amounts during the discussion period but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies under this Agreement.

12.5 Purchase Orders.

If Customer requires the use of a purchase order, Customer is responsible for providing the applicable purchase order no later than three days after Customer’s execution of the Order. Customer agrees to provide any subsequent purchase orders during the Subscription Term without delay and in accordance with the schedule set forth in the Order.

13.1 Suspension.

Neural may suspend Customer’s access to all or part of the Subscription Services and related services due to a Suspension Event, but where practicable will give Customer prior notice so that Customer may seek to resolve the issue and avoid suspension. Neural is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of applicable law. Once the Suspension Event is resolved, Neural will promptly restore Customer’s access to the Subscription Services in accordance with this Agreement.

14.1 Term. This Agreement will remain in effect for the Subscription Term.

14.2 Termination. Either party may terminate the Agreement, including all Orders and Statements of Work, upon written notice, if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty days after receipt of written notice from the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings that is not dismissed within sixty days of its commencement.

14.3 Effects of Termination. If this Agreement expires or is terminated: (a) the licenses granted by Neural to Customer with respect to the Services will cease immediately; and (b) Neural will delete all Customer Data from its systems within thirty days after the termination or expiration of the Agreement, unless Neural is legally required to retain it for a longer period. Termination or expiration of the Agreement will not affect any rights or obligations, including payment obligations, which have accrued under this Agreement up to the date of termination. In the event Customer terminates this Agreement for cause under Section 14.2(a), Neural will refund to Customer the pro-rata amount of any pre-paid and unused Fees for the Services as of the date of termination.

14.4 Survival. Any provision that is necessary for the proper interpretation, administration, or enforcement of the Agreement will survive the expiration or termination of the Agreement for any reason.

15.1 Informal Dispute Resolution.

Each party agrees to participate, in good faith, in informal and confidential dispute resolution prior to bringing any claim against the other in a court of competent jurisdiction.

15.2 Governing Law and Jurisdiction.

This Agreement will be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction to the contrary, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services will be subject to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. The provisions of the United Nations Convention on the International Sales of Goods will not apply to this Agreement. Notwithstanding the foregoing, the parties agree that in the event of a material breach of Section 3.3 (Restrictions), or Section 7 (Confidentiality), the non-breaching party is entitled to seek injunctive relief in any court of competent jurisdiction without limiting its other rights and remedies.

16.1 Entire Agreement.

This Agreement is the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. This Agreement incorporates by this reference all Orders, Statements of Work, and other documents referred to in this Agreement. The parties acknowledge and agree that any terms and conditions included in any purchase order, vendor portal or any similar Customer specific invoicing process are void and will not apply between the parties or to Customer’s purchase of Services. Except as set in this Subscription Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

16.2 Notices & Communications.

Where formal notice is required by this Agreement, notice must be sent via email, first class, airmail, or overnight courier, and notice is deemed given when received. Notices to Neural must be sent to Neural Legal at legal@neural.io with a copy to Neural Earth, Inc., Attn: Legal, 7901 4th Street N. #26996, St. Petersburg, FL 33702, United States. Billing-related notices to Neural must be sent to accounting@neural.io. Notices to Customer will be sent to the Customer’s applicable notice contact listed in the Order. Communications from Neural regarding product updates, new releases, maintenance, or other general updates about Neural’s Services and

Documentation may be provided by email or through the Subscription Services (e.g., in-app notifications).

16.3 Order of Precedence.

If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: (a) the Agreement and, as applicable, addendums and amendments to the same; and (b) the Order or Statement of Work and, as applicable, addendums and amendments to the same.

16.4 Assignment.

This Agreement cannot be assigned other than as permitted under this Section 16.4. Neural may assign this Agreement to an Affiliate without notice or Customer consent. Either party may assign this Agreement to a successor to substantially all the respective party’s assets or business (other than, in the case of Customer, to an entity that is reasonably deemed to be a direct competitor of Neural). This Agreement will be binding upon the parties and their respective successors and permitted assigns. Any other assignment of any rights or obligations under this Agreement, whether by operation of law or otherwise, must not be made without the other party’s prior written consent, which will not be unreasonably withheld, delayed, or conditioned.

16.5 Independent Contractors.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

16.6 Subcontractors.

Neural may use the services of subcontractors for performance of services under the Agreement, provided that Neural remains responsible for such subcontractors’ compliance with the terms of the Agreement.

16.7 No Third-Party Beneficiaries.

There are no intended third-party beneficiaries to this Agreement, and it is each party’s specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.

16.8 Force Majeure.

Except for payment obligations, neither party will have any liability for failures or delays resulting from a Force Majeure Event.

16.9 Waiver & Severability.

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

“Add-on Services” means optional applications, functionality, or Content that may be purchased from Neural by Customer in an Order or within the Subscription Services and which may be subject to additional terms and conditions set forth in the Supplemental Terms.

“Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

“AI Acceptable Use Policies” means the policies established by Neural AI Service Providers that apply to Customer’s use of certain AI Applications which are set forth in the Supplemental Terms.

“AI Applications” means functionality, features, applications, or services that are powered by artificial intelligence, machine learning, large language models (LLMs), or similar technologies made available by Neural as part of the Subscription Services as specified in the applicable Order.

“AI Models” means any deep-learning, machine learning, AI models, or related technologies trained by Neural or AI Service Providers.

“AI Service Providers” means Neural’s third-party AI service providers.

“Beta Services” means services or features identified as alpha, beta, pilot, preview, early access, early release, trial, test, or evaluation, or words or phrases with similar meanings.

“Confidential Information” means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies to recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure including, without limitation, Customer Data, business information or ideas, trade secrets, proprietary data, personnel data, suppliers, procedures, cost of merchandise, performance information, sales data, price lists, financial information, business plans, roadmaps, prospect names, business opportunities, business reports, customer lists, data or contracts, computer software usage, technical reports on products and services, product data or specifications, security-related reports and information, technical know-how, formulae, diagrams, flow charts, drawings, source code, object code, program listings, test results, processes, inventions, research projects or product development.

“Content” means all content of any type, including without limitation, data, text, graphics, maps, logos, images, illustrations, software or source code, audio and video, and animations

“Customer” means the individual or organization signing or otherwise accepting this Subscription Agreement, including, without limitation, by signing or clicking to accept this Subscription Agreement, by signing an Order incorporating or referring to this Subscription Agreement, or by otherwise acknowledging and agreeing to access or use the Services that are subject to this Platform Subscription Agreement.

“Customer Data” means any Content owned by Customer or to which Customer has the rights to, that is stored or processed in connection with Customer’s use of the Subscription Services. Customer Data includes Personal Data.

“Documentation” means standard usage documentation (including specifications) relating to the Subscription Services made available by Neural to Customer.

“Fees” means the amount(s) Customer agrees to pay to Neural, excluding Taxes and expenses, for the Services as set forth in an Order.

“Feedback” means any comments, modifications, corrections, enhancements, suggestions, or other input related to the Services, including Documentation and Assistive Materials, provided under this Agreement.

“Force Majeure Event” means an event beyond a party’s reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party Internet or utility failure, widespread, non-targeted denial of service attack, cloud service provider failure, refusal of government license or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event’s effects.

“Free Services” means any Services that Neural makes available to Customer without charging a fee.

“High Risk Activities” means activities where use or failure of the Subscription Services could lead to death, personal injury or environmental damage, including, without limitation, life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.

“Input” means Customer Data to be processed by AI Applications.

“Intellectual Property Rights” means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names, and moral rights.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Neural” means Neural Earth, Inc. or other Neural Affiliate identified in the Order.

“Neural Data” means information, data, and other content, in any form or medium, that is made available by or on behalf of Neural to Customer in connection with the Services, Beta Services, or Free Services. “Neural Help Center” means the information made available by Neural at https://help.earth.neural.io/en/.

“Neural Platform” means the Neural cloud-based platform for the visualization and analysis of geospatial data specified in an Order made available to Customer under this Agreement as part of the Subscriprtion Services.

“Neural Policies” means the Website Terms of Service, Supplemental Terms, Documentation, Privacy Notice, and other similar policies and documents that may be provided to Customer from time to time.

“Neural Software” means any Neural software, tools, developer kits, application programming interface(s) (APIs), plug-ins or other similar materials provided by Neural and intended to be used solely in connection with, or to enable, Cus

“Open Source Software” or “OSS” means any open source, community, or other code or libraries of any type, including, without limitation, any code which is generally made available on the internet without charge such as code licensed under an Open Source Initiative approved license.

“Order” means the applicable ordering documents or online ordering form (e.g., order form, invoice, change order, Statement of Work, quotation, quote) signed or otherwise acknowledged and agreed to by both parties (e.g., by the Customer clicking “accept” or “confirm”) for Customer’s purchase of Services.

“Output” means data generated and returned by AI Applications processing the Input.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Personal Data" means information that alone or when in combination with other information may be used to identify, contact, or locate a natural person, such as name, address, email address, IP address, login credentials, profile information, or phone number, or information defined as "personal data," "personal information," or analogous variations of such terms under applicable privacy or data protection laws and regulations, specifically including any data relating to an identified or identifiable natural person. Personal Data excludes information that has been aggregated and/or anonymized so that it does not allow a third party to identify a specific individual.

“Professional Services” means consulting, advisory, implementation, or other professional services described in an Order to be provided by Neural to Customer.

“Professional Services Addendum” means the addendum attached to the first Order for Professional Services containing the terms and conditions for the provision of Professional Services by Neural.

“Reports” means the account or summary of the Neural Data for a specific topic(s) prepared by or on behalf of Neural.

"Sensitive Personal Data" means Personal Data revealing government-issued or financial account numbers; racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership; genetic data, biometric data for the purpose of uniquely identifying a natural person; data concerning health; data concerning a natural person's sex life; or data concerning a natural person's sexual orientation.

“Services” means the Subscription Services (including Support) and, if applicable, Professional Services.

“Statement of Work” or “SOW” means a statement of work signed by Neural and Customer for the provision of Professional Services by Neural.

“Subscription Services” means the Neural Platform including any Add-on Services, described in the Order and provided by Neural to Customer during the Subscription Term, excluding Third-Party Services, Third-Party Content, Professional Services, Beta Services, and Free Services. Certain functionality or applications may be subject to additional terms and conditions set forth in the Supplemental Terms.

“Subscription Term” means the applicable term set forth in the initial Order for the Subscription Services (and Support) and any renewal terms for the same.

“Supplemental Terms” means the Neural Supplemental Terms available here.

“Support” means technical support for the Subscription Services p.

“Suspension Event” means (a) Customer’s account is thirty days or more overdue, (b) Customer is in breach of Section 2.1 (Subscription Services), Section 3.3 (Restrictions), or Section 8 (Compliance), or (c) Customer’s use of the Subscription Services risks material harm to the Subscription Services or others.

“Taxes” means any sales, use, GST, value-added, withholding or similar taxes or levies that apply to its Orders, whether domestic or foreign, other than Neural’s income tax.

“Third-Party Content” means Content (including OSS), documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Neural.

“Third-Party Service” means any solution, application programming interface, program, script, software, service, product, or platform provided by or on behalf of Customer, that interoperates with the Subscription Services.

“Usage Data” means statistical data, trends, and usage information generated from Customer’s use of the Services, but not including the contents of Customer Data.

“User” means an individual employee, contractor, or agent authorized by Customer to access and use the Subscription Services.