This Service Agreement contains the terms and conditions (the “Terms”) that govern the Services. The Client shall only provide access to the Services (as defined below) to authorized representatives who will be deemed to be acting on behalf of the Client. In the Terms, “the Client”, "you" and "your" will collectively refer to the Client and its authorized representatives. Neural Leap reserves the right to make non-material updates to this Agreement.
AI Engineering Subscription Plans: Neural Leap provides premium on-demand and fully managed AI engineering services. Depending on the number of subscriptions you have with us that will determine the number of AI Engineering Managers and AI Engineers assigned to you.
The Client is entitled to upgrade the Plan during the Agreement Term. Downgrades and changes from one Plan to another Plan are only permitted from the next Agreement Term with a minimum thirty (30) days prior notice in writing. Such notices should be issued in writing to the AI Engineering Manager assigned to you. You are not allowed to pause a Plan. Notice to pause the Plan may be treated as notice of termination of such Plan. Changes that come into effect will continue to remain in effect for the following Agreement Term unless the notice explicitly states otherwise.
Both parties must maintain clear and open communication regarding any delays, problems, or issues arising during the project. Recognizing the client's limited technical expertise, it is agreed that the client cannot be held responsible for errors made by the developer. If the client is dissatisfied due to a technical issue attributable to the developer, the onus lies on the developer to rectify the problem without incurring additional costs for the client. If the issue proves insurmountable and significantly impacts the final product agreed upon by both parties, the client retains the right to terminate the agreement without liability for any associated hours. This will remain in effect for the specified project duration and applies to both parties and their respective successors, representatives, and assigns.
It is expressly agreed that the initially agreed-upon fees outlined in this agreement shall remain unchanged once both parties have signed, providing stability and predictability in financial commitments. Any alterations to the agreed-upon pricing necessitate written consent from both parties to ensure transparency and mutual agreement. This shall remain in effect for a specified duration and binds the parties and their respective successors, representatives, and assigns.
Both parties commit to open and transparent discussions, acknowledging that clear communication is vital to resolving any potential issues and reaching a fair resolution. This will remain in effect for the agreed project duration and binds both parties, including their successors, representatives, and assigns.
The Agreement Term Amount will be automatically charged on the renewal date with the payment method on file, in accordance with the Billing Frequency, while this Agreement remains in effect.
Payment can be made with credit or debit card. The payment currency is USD. If any outstanding amount is more than thirty (30) days overdue from Payment Terms, Neural Leap reserves the right to charge 1.5% interest per month on the outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Such outstanding amounts may be sent to a Debt Collection agency. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Neural Leaps net income.
Neural Leap reserves the right to put Services on hold or terminate the Agreement with immediate effect should any outstanding amount be more than thirty (30)days overdue. Where Services are put on hold due to overdue outstanding amounts,
Neural Leap shall be considered to be fulfilling the Service obligations in accordance with this Agreement and the Client will not be entitled to any relief for such action. Where the Agreement is terminated in accordance with this paragraph, the Client shall remain liable for all fees up until date of termination, plus any Overage fees incurred. The fees for the then-current Agreement Term Amount shall be prorated for the period up until date of such termination.
The following applies to Clients who choose to use a Credit card as their payment method. Neural Leap has integrated with Stripe, a validated Level 1 PCI DSS Compliant Service Provider, for PCI Compliant storing of credit card information and processing of payments. Stripe may make a temporary $1 charge to credit cards added to your Neural Leap account. Any such charges are refunded after your credit card has been verified. The refund may take up to several business days depending on your bank or credit card service. Should you wish to use a Credit Card as a payment method, you hereby authorize Neural Leap to run, or have run, credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment for Services, and to charge your credit card (or any other form of payment authorized by Neural Leap or mutually agreed to between you and Neural Leap).
This will underscore the client's unequivocal entitlement to the source code without any restrictions. Both parties acknowledge and affirm that no limitations or encumbrances shall be imposed on the client's access, use, or possession of the source code. This will serve to reinforce the commitment to transparency and client ownership, ensuring that the source code is provided to the client without any constraints as discussed during our video communications.
Neural Leap may incorporate various open source technology (“Third-Party Materials”) into any Work Product. The Client is responsible for requesting and monitoring the exclusion of Third-Party Materials. Depending on what license(s)and/or usage(s) you may require, there may be an additional cost which will require your prior approval and payment. It is your responsibility to inform your AI Engineering Manager at the outset of any Project on what license(s) and or usage(s)you will require. Neural Leap shall bear no responsibility whatsoever should your initial intended use for any Work Product change and should the license(s) and/or usage(s) secured for you by Neural Leap be inadequate for your altered intended use of any Work Product. You warrant and represent that you own the intellectual property right(s), or possess the appropriate license(s) and/or usage(s), for any and all Third-Party Materials provided by you to Neural Leap and which are incorporated in any Work Product.
During your use of the Services, and for a period of one (2) years immediately after your last use of a Service, you agree not to solicit or induce any employee, vendor or independent contractor associated with Neural Leap to terminate or breach an employment, contractual or other relationship with Neural Leap, either on your own behalf or on behalf of any other business or organization, unless you have received written approval to do so, signed by a duly authorized representative of Neural Leap, and paid an agreed release fee. Failure to obtain a written approval will be subject to a USD $500,000 solicitation fee.
The non-solicitation restrictions of this section shall only apply to the engineering personnel who have worked directly on the Client account and does not apply to an advertisement placed into the public domain for a position you are hiring for, unless you have solicited, directly or indirectly, the application from that employee, vendor, or independent contractor for that position.
All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Either party’s failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect the parties right to later enforce or exercise it, unless the party issues an express written waiver, signed by a duly authorized representative of the party.
Neither party may assign this Agreement, or any of the rights or obligations hereunder, without the other party’s prior written consent by a duly authorized representative. Consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in connection with a bona fide merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempted assignment or transfer in violation of this section shall be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
This Agreement will inure to the benefit of the successors and permitted assigns of the parties. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Except for your accrued payment obligations for Services already rendered under this Agreement, no party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third-party’s),trespassing, sabotage, theft or other criminal acts, cyber-attacks, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, or similar events, natural disasters or extreme adverse weather conditions and excluding any viral or bacterial epidemic or pandemic (includingCOVID-19) (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event, and the other party may terminate this Agreement with immediate effect if the Force Majeure Event continues for more than twenty (20) business days.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its rules of conflict of laws and without regard to the United Nations Convention on Contracts for the International Sale of Goods (“CISG”). The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction in the state or federal courts located in New Castle County, Delaware for any controversy, dispute, claim, or litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. The parties each waive their right to a jury trial.
Under California Civil Code Section 1789.3, Users of Neural Leap from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800)952-5210. To the extent allowed by applicable law, nothing in this Section shall be construed as limiting or affecting, in any way, the provisions of Section 35.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and each party does not have the authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
Each Party represents and warrants that it (i) is a legal entity duly incorporated, validly existing and in good standing, with all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (ii) is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required; (iii) shall comply with all laws and regulations applicable to the performance of its obligations hereunder; (iv) is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability to perform fully its respective obligations hereunder. EXCEPT FOR THE EXPRESSWARRANTIES MADE OR REFERENCED IN THIS AGREEMENT, NEITHERPARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED,CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, AND EACHPARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES,INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OFMERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
Neural Leap and Client are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal/agent, employer/employee, or joint venturers. Neither party, including their respective affiliates, directors, officers, employees, representatives, agents, or contractors, shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority.
