1. ACCEPTANCE AND APPLICABILITY
These Commercial Terms of Service («Commercial Terms») constitute a legally binding B2B agreement between NeuroTechnus LLC, a Connecticut limited liability company («NeuroTechnus,» «we,» «us,» or «our»), and the business entity executing an order or accessing our artificial intelligence products («Customer,» «you,» or «your»).

By executing an Order Form, paying a Setup Fee, or accessing the NeuroTechnus products (including Technus AI Consultant, Moderator, Parser, Content Factory, Fitness, and Custom solutions) (collectively, the «Services»), Customer agrees to be bound by these Commercial Terms, our Acceptable Usage Policy, and our Data Processing Addendum (DPA). These Commercial Terms govern your commercial use of the Services and supersede any prior agreements.

2. PROVISION OF SERVICES
2.1. Access and Use: Subject to Customer’s compliance with these Commercial Terms and payment of all applicable fees, NeuroTechnus grants Customer a limited, non-exclusive, non-transferable, and revocable right to access and use the Services strictly for Customer’s internal business operations and authorized B2B2C deployments.
2.2. Service Modifications: NeuroTechnus reserves the right to update, modify, or deprecate features of the Services to maintain technological relevance and security. We will provide commercially reasonable notice of any material degradation of core functionality.

3. INTELLECTUAL PROPERTY RIGHTS
3.1. NeuroTechnus IP: NeuroTechnus retains all right, title, and interest in and to the Services, including all software, hardware infrastructure, algorithms, foundational AI models, machine learning weights, user interfaces, and any improvements or derivative works thereof («NeuroTechnus IP»). No transfer of ownership is granted under these Commercial Terms.
3.2. Customer IP and Output: Customer retains all right, title, and interest in and to the data, text, documents, and materials submitted to the Services («Customer Data»). Customer shall own all rights to the specific outputs and results generated by the Services based on Customer Data («Output»). NeuroTechnus claims no ownership rights over Customer Data or Output.

4. DATA PRIVACY, SECURITY, AND MODEL TRAINING
4.1. Controller and Processor Roles: For the purposes of applicable data protection laws (including GDPR and CCPA), Customer is the Data Controller of all end-user data processed through the Services, and NeuroTechnus acts strictly as the Data Processor.
4.2. Strict Data Isolation: NeuroTechnus processes Customer Data in isolated environments. NeuroTechnus explicitly agrees that it will not use Customer Data or Output to train, fine-tune, or improve its foundational AI models or any models shared with other customers.
4.3. End-User Age Compliance: Customer represents and warrants that it will not submit, nor permit its end-users to submit, personal data of individuals under the age of 13 (globally) or 16 (within the European Union) to the Services. Customer bears sole responsibility for implementing necessary age verification and obtaining parental consent if required by Customer’s specific use case.
4.4. Data Processing Addendum: All processing of personal data is governed by the NeuroTechnus Data Processing Addendum (DPA), which is incorporated herein by reference.

5. HYBRID PRICING MODEL AND PAYMENT TERMS
5.1. Setup Fee: Access to the Services requires a one-time, non-refundable Setup Fee. This fee covers the manual engineering labor, infrastructure provisioning, RAG database vectorization, and API integration required to deploy the Customer’s isolated environment.
5.2. Platform Fee (Subscription): Customer shall pay a recurring monthly or annual Platform Fee based on the selected tier (Starter, Pro, Corporate). Annual billing cycles receive a 20% discount on the Platform Fee (discount does not apply to the Setup Fee).
5.3. Auto-Recharge and Overage: To prevent service interruption, NeuroTechnus employs an Auto-Recharge mechanism. If Customer exceeds the base limits of their selected tier (e.g., AI sessions, MAU, leads, or content credits), Customer authorizes NeuroTechnus to automatically charge the payment method on file for overage packages at the fixed micro-rates specified in the applicable pricing tier.
5.4. Upgrades and Downgrades: Customer may upgrade their tier at any time, with costs prorated for the remainder of the billing cycle. Downgrades will take effect at the start of the next billing cycle.
5.5. Sleep Mode: Customer may request to place their account in «Sleep Mode» for a nominal maintenance fee. Sleep Mode pauses active processing but retains the Customer’s trained RAG database, integration settings, and chat history on NeuroTechnus servers.
5.6. Payment Methods: Payments may be made via corporate credit card (processed by Stripe), wire transfer, or approved cryptocurrency gateways. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, which shall be borne by Customer.

6. TERM, SUSPENSION, AND TERMINATION
6.1. Term: This agreement commences on the effective date of the Order Form or initial payment and continues until terminated by either party.
6.2. Suspension for Non-Payment: NeuroTechnus reserves the right to suspend access to the Services if any undisputed invoice is more than seven (7) days overdue.
6.3. Data Deletion: Upon termination or prolonged non-payment (exceeding 30 days), NeuroTechnus will schedule Customer Data and custom configurations for deletion. Customer may request project recovery within one hundred eighty (180) days of suspension, subject to a separate data recovery fee. After 180 days, all Customer Data is permanently and irretrievably destroyed.

7. WARRANTIES AND DISCLAIMERS
7.1. Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into these Commercial Terms.
7.2. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED «AS IS» AND «AS AVAILABLE.» NEUROTECHNUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEUROTECHNUS DOES NOT GUARANTEE SPECIFIC BUSINESS RESULTS, FINANCIAL SAVINGS, OR THAT THE AI OUTPUT WILL BE 100% ACCURATE OR ERROR-FREE.

8. LIMITATION OF LIABILITY
8.1. Exclusion of Indirect Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
8.2. Liability Cap: NEUROTECHNUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE COMMERCIAL TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO NEUROTECHNUS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. Governing Law: These Commercial Terms shall be governed by and construed in accordance with the laws of the State of Connecticut, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
9.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to these Commercial Terms, including the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Hartford, Connecticut, by a single arbitrator. The language of the arbitration shall be English.
9.3. Class Action Waiver: CUSTOMER AND NEUROTECHNUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

10. MISCELLANEOUS
10.1. Entire Agreement: These Commercial Terms, together with the DPA, Acceptable Usage Policy, and any Order Forms, constitute the entire agreement between the parties.
10.2. Severability: If any provision of these Commercial Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
10.3. Force Majeure: Neither party will be liable for any delay or failure to perform its obligations under these Commercial Terms (except for payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, or failures of third-party hosting providers.