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Neural Bridge
Master Services Agreement

This master services agreement (“MSA” or “Terms”) is entered into as of the latest signature on the Order Form (“Effective Date”), by and between Neural Bridge AI, LLC, located at 169 Madison Avenue STE 2529, New York, New York 10016 (“Neural Bridge”, “Company”, “Our”, or “We”), and the customer listed in the accompanying Order Form (“Customer”, “Your”, or “You”) (each a “Party”, and collectively the “Parties”). 

 

This MSA, together with the Order Form, constitute the entire agreement between the Parties regarding the subject matter herein. Capitalized terms shall have the meaning set forth herein, unless otherwise defined in the Order Form. In the event of a conflict between the MSA and the Order Form, the terms of the Order Form shall prevail. 

 

PLEASE READ THIS MSA CAREFULLY BEFORE USING THE SERVICE OFFERED BY NEURAL BRIDGE. THIS MSA CONTAINS IMPORTANT INFORMATION ABOUT AUTOMATIC SUBSCRIPTION RENEWALS, WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, THE RESOLUTION OF DISPUTES BY ARBITRATION AND A CLASS ACTION WAIVER. BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH NEURAL BRIDGE WHICH REFERENCE THIS MSA, YOU AGREE TO BE BOUND BY THIS MSA (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. 

 

1. Order Forms; Access to the Service. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Neural Bridge grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Neural Bridge product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” or “Services”) during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and in accordance with Neural Bridge’s applicable official user documentation for such Service. 

 

2. Implementation. Upon payment of any applicable fees set forth in each Order Form, Neural Bridge agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). 

 

3. Service Updates. From time to time, Neural Bridge may provide upgrades, patches, enhancements, or fixes for the Service to its customers generally without additional charge (“Updates”), and such Updates will become part of the Service and subject to this Agreement; provided that Neural Bridge shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Neural Bridge may cease supporting old versions or releases of the Service at any time in its sole discretion; provided that Neural Bridge shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

4. Content.

a. Neural Bridge Ownership and License. Neural Bridge retains all right, title, and interest in and to the Service, and all software, products, works, data schema, prompts, algorithms, and other intellectual property and moral rights related thereto or created, used, or provided by Neural Bridge for the purposes of this Agreement, including any copies and derivative works of the foregoing. For the avoidance of doubt, the Service includes all Background IP and all Deliverables, as defined below. “Background IP” shall mean all intellectual property that was created, owned, or developed by Neural Bridge prior to or independent of Neural Bridge’s performance under this Agreement, including, but not limited to, source code, applications, software, databases, utilities, methodologies, technologies, processes, inventions, data, specifications, documentation, materials, and tools. “Deliverables” shall mean all tangible and intangible materials, including, but not limited to, software, models, documentation, reports, designs, graphics, code, prototypes, and any other materials or work products developed and delivered by Neural Bridge to Customer arising from or relating to Neural Bridge’s performance under this Agreement, including without limitation all LLM models and software provided as a service by Neural Bridge to Customer. No rights or licenses are granted except as expressly set forth in this Agreement.

b. AI Features; Inputs and Outputs. The Services provide Customer with access to large language models (LLMs) and other machine learning or artificial intelligence features (“AI Features”). Customer may submit Customer Data to the AI Features (“Inputs”) and receive outputs from the AI Features (“Outputs”). Input and Output are collectively referred to as “Customer Content”. NEURAL BRIDGE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OF ANY OUTPUTS. YOU SHOULD NOT RELY ON ANY OUTPUTS WITHOUT INDEPENDENTLY CONFIRMING THEIR ACCURACY. OUTPUTS MAY CONTAIN MATERIAL INACCURACIES EVEN IF THEY APPEAR ACCURATE BECAUSE OF THEIR LEVEL OF DETAIL OR SPECIFICITY. THE SERVICE AND ANY OUTPUTS MAY NOT REFLECT CORRECT, CURRENT OR COMPLETE INFORMATION. ADDITIONALLY, DUE TO THE NATURE OF GENERATIVE AI MODELS, OUTPUTS MAY NOT BE UNIQUE, AND OUTPUTS THAT THE SERVICE GENERATES BASED ON MATERIALS SUBMITTED BY THIRD PARTIES (“THIRD-PARTY OUTPUTS”) MAY BE SIMILAR OR IDENTICAL TO OUTPUTS THAT THE SERVICE GENERATE BASED ON YOUR INPUTS. YOU ACKNOWLEDGE THAT THIRD-PARTY OUTPUTS ARE NOT YOUR OUTPUTS AND THAT YOU HAVE NO RIGHT, TITLE, OR INTEREST IN OR TO ANY THIRD-PARTY OUTPUTS.

c. Special Restrictions on Use of AI Features. Customer will not and will not permit anyone else to:

i. use the AI Features or any Output to infringe any third-party rights;

ii. use the AI Features or any Output to develop, train or improve any AI or ML models;

iii. represent any Output as being approved or vetted by Neural Bridge;

iv. represent any Output as being an original work or a wholly human-generated work;

v. use the AI Features for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable laws; or

vi. use the AI Features for purposes or with effects that are discriminatory, harassing, harmful, or unethical.

d. Customer Ownership and License. As between you and Neural Bridge, and to the extent permitted by applicable law, You retain all ownership rights in Input and You own all Output, and Neural Bridge hereby assigns to You all of Our right, title, and interest, if any, in and to Output. By using the Service, You grant Neural Bridge a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute Customer Data and Customer Content in any and all media or distribution methods now known or later developed (for clarity, these rights include, for example, curating, transforming, and translating) for the purpose of providing and improving the Service. NOTWITHSTANDING THE FOREGOING, NEURAL BRIDGE DOES NOT USE CUSTOMER CONTENT OR CUSTOMER DATA TO TRAIN ITS AI MODELS, AND NEURAL BRIDGE DOES NOT SHARE CUSTOMER CONTENT OR CUSTOMER DATA FOR TRAINING PURPOSES WITH ANY THIRD-PARTY SERVICES.

e. Customer Representations and Responsibilities.

i. You represent and warrant that You have all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Inputs. Further, You agree that You are solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for your use case, including by utilizing human review as appropriate. 

ii. You represent and warrant that Your use of the Service and any materials generated through the Service shall comply with all applicable laws including without limitation consumer protection, security, and privacy laws. By way of non-exhaustive example, You represent and warrant that any collection and processing by You of any personal data on sites or blogs created with Outputs, and any marketing and other electronic communications sent by You using Outputs, shall comply with all applicable laws. You agree that such compliance is your sole responsibility, and Neural Bridge disclaims any liability in connection therewith. 

 

iii. You agree that You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account. You agree to immediately notify Neural Bridge of any unauthorized use, or suspected unauthorized use of Your account or any other breach of security, and Neural Bridge disclaims any liability for any loss or damage arising from Your failure to comply with the above requirements. 

iv. You agree to engage in commercially reasonable efforts to meet the Customer Participation obligations set forth in the Order Form, if any. 

f. Customer Feedback. You may (but is not obligated to) provide suggestions, comments or other feedback to Neural Bridge with respect to the Service (“Feedback”). Feedback, even if designated as confidential by You, shall not create any confidentiality obligation for Neural Bridge notwithstanding anything else. You grant to Neural Bridge a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit Your Feedback for any purpose.

5. Fees; Payment.

i. Fees. Customer shall pay Neural Bridge fees for the Service as set forth in each Order Form (“Fee(s)”). Unless otherwise specified in an Order Form, all Fees shall be invoiced on the schedule set forth in the Order Form, and all invoices issued under this Agreement are payable in U.S. dollars within thirty (60) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service, and Neural Bridge will charge taxes when required to do so.

ii. All Fees are Non-Refundable. All Fees paid are non-refundable and are not subject to set-off. This includes without limitation Build Phase fees as described in the Order Form. Customer acknowledges and agrees that Neural Bridge may be unable to develop an application for Customer deployment in production, and Customer expressly waives any claims for recovery of Build Phase fees in the event that the Services are not deployed, absent gross negligence or willful misconduct of Neural Bridge.

iii. Overage Fees. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Neural Bridge shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Neural Bridge’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the “Term and Termination” section below, such renewal shall include the additional fees for such excess users and usage.

6. Restrictions. Except as expressly set forth in this Agreement, including without limitation any limited licenses granted by Neural Bridge to Customer for any Licensed Deliverables as set forth in the applicable Order Form, You shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Neural Bridge product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Neural Bridge may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights. 

7. Customer Data.

a. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer Data is handled in accordance with Neural Bridge’s Privacy Policy, available at www.neuralbridge.ai/privacy. Neural Bridge shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. 

b. Customer, not Neural Bridge, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Neural Bridge is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Neural Bridge’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. 

c. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Neural Bridge may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Neural Bridge’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Neural Bridge’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Neural Bridge in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer. However,  it is important to note that Customer Content is not used to train models developed by Neural Bridge or integrated through Third-Party Services. 

8. Confidentiality.

a. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one Party (“Discloser”) to the other Party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Confidential Information does not include any information that: (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information.

b. Recipient agrees to: (a) only use Discloser's Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

9. Copyright. Neural Bridge respects the intellectual property of others. We respond to notices of alleged copyright infringement if they comply with the law and are reported via the Neural Bridge Copyright Report Form. We reserve the right, in our sole discretion and in accordance with applicable law (including the Digital Millennium Copyright Act of 1998), to delete or disable content alleged to be infringing, and to terminate accounts for actual, apparent, or repeat infringement without any refunds.

10. Third Party Services. Customer acknowledges and agrees that the Service may operate on, with or using application programming interfaces (“API(s)”) and/or other services operated or provided by third parties (“Third Party Services”), including without limitation through integrations or connectors to such Third Party Services that are provided by Neural Bridge. IT IS IMPORTANT TO NOTE THAT CUSTOMER CONTENT IS NOT USED TO TRAIN MODELS PROVIDED BY THIRD PARTY SERVICES. Neural Bridge is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. Neural Bridge does not make any representations or warranties with respect to Third Party Services or any third party providers. To the extent that the Services include direct integrations for Customer to engage with Third Party Services, Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data, Customer Content, or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

11. Term and Termination; Survival.

a. Term and Termination. This Agreement shall commence upon the Effective Date and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on such Order Form (the “Initial Term”), and (y) following the Initial Term, shall automatically renew for additional successive periods of equal duration to the Initial Term (each, a “Renewal Term”) unless either Party notifies the other Party of such Party’s intention not to renew no later than thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. In the event of a material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement by providing written notice to the breaching Party, provided that the breaching Party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Neural Bridge may suspend or limit Customer’s access to or use of the Service if (i) Customer’s account is more than sixty (60) days past due, or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Neural Bridge’s ability to provide access to the Service to other customers; provided that in the case of subsection (ii): (a) Neural Bridge shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Neural Bridge shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Neural Bridge shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice.

b. Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. In the case of expiration or termination of this Agreement, upon request by Customer made before, or within thirty (30) days after, the effective date of expiration or termination, Neural Bridge shall make available to Customer a complete download of all Customer Data in a file or database format in Neural Bridge’s discretion. For clarity, any services provided by Neural Bridge to Customer, including the data export set out above, and any assistance in exporting the Customer Data, shall be billable at Neural Bridge’s standard rates then in effect.

12. Indemnification.

a. Each Party (“Indemnitor”) shall defend, indemnify, and hold harmless the other Party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) Inputs, Customer Data, or Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of Neural Bridge as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right.

b. The foregoing obligations of Neural Bridge do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Neural Bridge (including without limitation any Customer Data or Inputs), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Neural Bridge, (iv) combined with other products, processes or materials not provided by Neural Bridge (where the alleged Losses arise from or relate to such combination or derivation), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.

c. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).

13. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

14. LIMITATION OF LIABILITY. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 7, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO NEURAL BRIDGE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

15. Force Majeure. Except for payment obligations, neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such Party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

16. Miscellaneous. This Agreement represents the entire agreement between Customer and Neural Bridge with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Neural Bridge with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each Party set forth on the Order Form. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both Parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.  Neither Party may assign any of its rights or obligations hereunder without the other Party’s consent; provided that either Party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such Party’s business relating to this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  The failure of either Party to act with respect to a breach of this Agreement by the other Party shall not constitute a waiver and shall not limit such Party’s rights with respect to such breach or any subsequent breaches.

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