NeuroAI Terms of Service

Plain-language summary (does not replace the full text)

• NeuroAI is subscription software for businesses, not for personal use.
• There is no free trial. You pay in advance every month or every year, by card only through Stripe, and your subscription renews automatically until you cancel.
• NO REFUNDS: we do not refund fees or wallet balance, even if you do not use the service. We only correct charges made in error, honor rights that the law does not allow to be waived, refund everything you have not used if NeuroAI terminates your Subscription, closes your Account or discontinues the service without cause (the fee for the days remaining in the paid period, the balance you loaded and did not use, and setup that has not started), refund the unused portion if you cancel because you object to a new sub-processor, and refund setup if you cancel everything before it starts and within 90 days of purchase (Section 10).
• You can cancel online from your account at any time. You keep access until the end of the period you already paid for, and you will not be charged again.
• Messages, minutes, pay-per-use AI and Meta fees are paid separately from your wallet, which reloads automatically (at least $25 each time the balance falls below $10). A monthly AI spending limit protects you from surprises.
• You are responsible for having your contacts' consent before you message or call them.
• NEO is an AI virtual assistant: it always says so, it can make mistakes, and it does not guarantee sales or income.
• Disputes are resolved through individual arbitration, not class actions (Section 27).

1.Who we are and what these Terms cover

1.1NeuroAI Inc. ("NeuroAI", "we", "us") is a Delaware corporation (United States), with its mailing address at 254 Chapman Rd, Ste 208 #24811, Newark, DE 19702, United States. We operate the NeuroAI brand and the NeuroAI Studio product.

1.2These Terms govern access to and use of: the website https://neuroaistudio.com, the application app.neuroaistudio.com, the AI virtual assistant "NEO", the templates, the automations, the training content (NeuroAcademy) and any other NeuroAI service that refers to these Terms (together, the "Service").

1.3These Terms are a binding contract between NeuroAI and the business or person that subscribes to the Service (the "Customer", "you"). The following are also part of the contract: the Billing, Renewal, Cancellation and No-Refund Policy (https://neuroaistudio.com/legal/billing); the Acceptable Use, Messaging and AI Policy (https://neuroaistudio.com/legal/acceptable-use); the Data Processing Agreement ("DPA"; https://neuroaistudio.com/legal/dpa), which applies to the personal data of your Contacts; the order summary; and the Privacy Policy (https://neuroaistudio.com/legal/privacy), which explains how we handle your data. These Terms are published at https://neuroaistudio.com/legal/terms.

2.Acceptance, eligibility and business use only

2.1You accept these Terms by checking the mandatory acceptance boxes at checkout, by creating an account or by using the Service. If you do not agree, do not use the Service.

2.2Checkout has two mandatory boxes, which are never pre-checked; the payment button is enabled only when you check both. With the first, you expressly confirm that you have read and accept: (a) automatic renewal (Section 6); (b) automatic wallet reloads (Section 8); and (c) the NO REFUNDS policy (Section 10). With the second, you accept these Terms (including the individual arbitration and the class action waiver in Section 27), the Acceptable Use, Messaging and AI Policy and the Data Processing Agreement, confirm that you have read the Privacy Policy, and make the representations in items 2.4 and 2.5 and in Section 23. Each document named in the boxes is linked. There are also three separate, optional boxes for receiving messages from NeuroAI (Section 20), which are also never pre-checked and are not a condition of purchase.

2.3Electronic acceptance. Your electronic acceptance has the same effect as a signature under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act) and similar laws. We keep a record of your acceptance (date, time, account, IP address, version of these Terms and of the order summary) and email you a confirmation with the key terms.

2.4Business use. The Service is sold only for professional or commercial use, not for personal, family or household use. You represent that you are subscribing on behalf of a business, even if you are self-employed.

2.5Age and authority. You represent that you are at least 18 years old (or the age of majority in your country, if higher) and that you have authority to bind the business you represent. The Service is not directed to children under 13 (or under 16 in places where that is the applicable age), and accounts may not be opened for them.

2.6NeuroAI may reject an application or an order if it cannot verify the Customer's identity, if there is a risk of fraud or of breaking the law, or for the reasons in Section 23 (sanctions).

2.7Where the Service is not offered. The Service is not offered to businesses established in the European Economic Area (EEA), the United Kingdom or Switzerland, unless NeuroAI agrees in writing to an exceptional case. Nor is it provided in the countries and regions, or to the persons, described in Section 23.

3.Definitions

• "Account": the Customer's workspace in the application, with its settings, users and data. Each business or location uses its own Account and its own plan.
• "Users": the members of the Customer's team who have their own access to its Account.
• "Plan": the subscription plan purchased (for example, Organiza, Crece or Escala).
• "Subscription": the right to use the Plan for a monthly or annual period.
• "Wallet": the Account's prepaid balance from which Usage Charges are deducted.
• "Usage Charges": amounts that depend on usage, such as text messages (SMS/MMS), WhatsApp messages, emails beyond the included amount, call minutes, phone numbers, carrier registrations, pay-per-use AI, and fees charged by Meta or other third parties.
• "Customer Content": everything the Customer or its Users upload, create, import or receive in the Service, including contact data and conversations.
• "Contacts": the customers, prospects and other people the Customer communicates with through the Service.
• "NEO": NeuroAI's artificial-intelligence virtual assistant, including the versions the Customer configures to serve its Contacts.
• "AI Output": text, replies, voices, summaries or other content generated by NEO or by other AI features of the Service.
• "Providers": the third parties NeuroAI uses to provide the Service: cloud infrastructure and software providers, payment processors, messaging and telephony providers, and AI model providers.

4.Your account and your users

4.1You must provide true, complete and current information (legal business name, contact person, billing address, country and tax identification number when requested) and keep it up to date.

4.2You are responsible for keeping passwords secret, for turning on two-step verification when available, and for everything done through your Account, including what your Users do. Notify us immediately at seguridad@neuroaistudio.com if you suspect unauthorized access.

4.3Each Plan allows a maximum number of Users (Annex A). Each login is personal and may not be shared among several people.

4.4You may not sell, assign or transfer your Account without our written permission.

5.Plans, prices and setup

5.1Plans. The features, limits and included credits of each Plan are described on the plans page and in the order summary. Annex A lists the prices in effect on the date of this version. If they differ, the order summary you accepted controls, followed by the current plans page.

5.2Private plans. NeuroAI may offer plans or special prices by invitation only. Their specific terms are stated in the offer; everything else is governed by these Terms. Private offers are personal and may not be shared.

5.3No free trial. The Service has no free trial period. Demonstrations NeuroAI offers before purchase (for example, NEO's "simulate your business" demo on the website, or chatting with NEO on WhatsApp about NeuroAI; on WhatsApp, NEO only talks about NeuroAI) are only for getting to know the product; they do not create a Subscription or give a right to use the Service.

5.4Currency. Prices are stated and charged in U.S. dollars (USD), unless the order summary says otherwise. Your bank may charge currency-conversion or international-payment fees; those fees are your responsibility.

5.5Features available only in some countries. Some features depend on third parties and only work in certain countries. For example, business-directory listings (included in the "Escala + Directorios" version) are available only to businesses located in the United States. We say so before you purchase.

5.6Setup (optional). NeuroAI offers a one-time paid setup service for $249 (Annex A): our implementation team, working on NeuroAI's behalf, configures the Customer's Account with the template for its type of business, based on the information the Customer provides in the onboarding questionnaire, and holds an onboarding call with the Customer. Setup is included at no cost only with annual billing on the Crece and Escala Plans. The scope is the one described on the plans page; additional work is not included, and there is no data migration from other systems, except importing your contacts from a CSV file. In addition: (a) Deadline. The onboarding call with our implementation team must take place within 90 days after purchase. We will remind you of the deadline 15 days before it expires. You may reschedule a session with at least 24 hours' notice. If you do not use the setup within that period, you lose it and its price is not refunded. (b) If you keep your Plan. As long as you keep your Plan, you keep your setup within the period in item (a). Setup is never converted into Wallet balance or any other credit. (c) If you cancel everything before it starts. If you cancel your Subscription before setup has started and within the period in item (a), we will refund in full what you paid for setup ($249); what you paid for the Plan is not refunded (Section 10). If setup was included at no cost, there is nothing to refund. Once started, setup is not refundable. Setup starts when the onboarding call takes place or when our implementation team begins configuring your Account, whichever comes first; submitting the onboarding questionnaire or scheduling the call does not start it (item 13.4 of the Billing, Renewal, Cancellation and No-Refund Policy). (d) Reactivation. If you reactivate your Account, you will not be charged again for a setup that has already been completed.

5.7Complimentary credits. If a Plan includes a monthly usage credit (currently, a $10 complimentary Wallet balance each month), that credit is used before paid balance, has no cash value, does not roll over from one month to the next, expires at the end of each monthly period, and is forfeited on cancellation.

5.8Price changes. NeuroAI may change Subscription prices. We will notify you by email and in the application at least 30 days in advance, and the new price will apply only from your next renewal. If you do not agree, you may cancel before that renewal (Section 11). Changes to Usage Charges are governed by Section 7.4.

6.Recurring billing and automatic renewal

6.1Recurring charge authorization. When you subscribe, you authorize NeuroAI and its payment processor, Stripe, to automatically charge your payment method on file for: (a) the Plan price at the start of each period, in advance; (b) setup, if you purchase it; (c) Wallet reloads (Section 8); and (d) applicable taxes (Section 9).

6.2Automatic renewal. THE SUBSCRIPTION RENEWS AUTOMATICALLY FOR EQUAL PERIODS (MONTHLY OR ANNUAL), AND YOU WILL BE CHARGED YOUR PLAN'S THEN-CURRENT PRICE AT THE START OF EACH NEW PERIOD UNTIL YOU CANCEL. You can cancel at any time from your Account (Section 11).

6.3Monthly billing. You are charged every month on the same date as the first payment (or the closest date if that day does not exist in the month). Billing, renewal and end-of-service dates are determined using U.S. Eastern Time.

6.4Annual billing. The full year is charged in advance. Before each annual renewal we will email you four notices, 30, 15, 7 and 3 days before the renewal date, with that date, the amount to be charged and how to cancel. We keep a record of each notice sent.

6.5Information before and after payment. Before you pay, the order summary clearly and conspicuously shows: the Plan, the price, the billing frequency, that the Subscription renews automatically until cancelled, how to cancel, the automatic Wallet reload and the NO REFUNDS policy. After payment we email you a confirmation with the same information. This is intended to comply, to the extent they apply, with the U.S. Restore Online Shoppers' Confidence Act (ROSCA), the California Automatic Renewal Law and similar laws of other states.

6.6Plan changes. Upgrades take effect immediately: the price difference, prorated for the days remaining in the current period, is charged at that time, your renewal date does not change and, from the next renewal, the full price of the new Plan is charged. Switching from monthly to annual also takes effect immediately: the year starts on the date of the change, the annual price is charged, and the unused portion of the current month is credited against that charge on a prorated basis. Downgrades take effect at the next renewal; until then you keep your current Plan. When you downgrade, features and data that do not exist in the new Plan may no longer be available, and if you have more Users than the new Plan allows, the most recently added Users are deactivated. Switching from annual to monthly takes effect at the end of the paid year.

6.7Payment methods. The Service can only be paid by credit or debit card through Stripe (including Apple Pay, Google Pay and Link), with automatic renewal. We do not accept any other payment method. You must keep a valid payment method on file. If you update your card, the new card is used for all future charges.

6.8Invoices and statement descriptor. Invoices and receipts are sent by email and are available in the Account. NeuroAI charges appear on your statement as "NEUROAI STUDIO".

7.Wallet and usage

7.1What the Wallet is. It is a prepaid balance in your Account from which Usage Charges are deducted as you use the Service. The Subscription price does not include Usage Charges, except for credits or amounts the Plan expressly states.

7.2What is charged to the Wallet. Among others: text messages (SMS/MMS) sent and received; WhatsApp messages and the fees Meta charges for them; calls and minutes; phone numbers; carrier registrations and fees (for example, A2P 10DLC registration); emails beyond the included amount; pay-per-use AI features; and other third-party services you activate.

7.3Rates. Usage rates are in your Account's rate table. They may vary by Plan, recipient country, message type and provider. You can see each charge in detail in the Wallet history.

7.4Rate changes. NeuroAI may change usage rates with at least 30 days' notice. However, when a third party (for example, Meta, a telephone carrier or an AI provider) changes its prices, NeuroAI may pass that change through from the date the third party applies it, and will notify you as soon as possible.

7.5Insufficient balance. If the Wallet does not have enough balance and the automatic reload fails, features that generate Usage Charges may stop until there is balance (for example, NEO may stop replying on paid channels, and messages or calls may not be sent). NeuroAI is not responsible for the consequences of that interruption.

7.6Nature of the balance. The Wallet balance is not money or a deposit, earns no interest, cannot be transferred to another Account or person, cannot be redeemed for cash (except in the case in item 10.5), and can only be used to pay Usage Charges of the Service. If you cancel or the Account is closed (except in the case in item 10.5), the balance you loaded and did not use is kept for 12 months from the end date in case you reactivate the Account; if you reactivate within that period, it becomes available again, even if the Account data has already been deleted under item 11.4. That balance is never refunded in cash or transferred, except in two cases: (a) if NeuroAI terminates your Subscription, closes your Account or discontinues the Service without cause, we refund in cash the balance you loaded and did not use (item 10.5); and (b) if applicable law requires otherwise (item 9.3 of the Billing, Renewal, Cancellation and No-Refund Policy). Complimentary Plan credits are not part of that balance: they do not roll over and are forfeited on cancellation (item 5.7).

8.Automatic reload and spending limits

8.1Automatic reload. To keep the Service running, automatic Wallet reload is active on all Plans and you accept it at checkout. When the balance falls below $10, NeuroAI automatically charges the reload amount to your payment method.

8.2Amounts. Each reload is at least $25 and is made when the balance falls below $10. You can increase the amount of each reload in your Account settings, but never below $25.

8.3Reload cap. By choosing the amount of each reload (at least $25), you confirm automatic reloads for that amount. To protect you from unexpected spending, in a single calendar month we will not make more than 4 automatic reloads of the amount you chose without your additional confirmation. When that cap is reached, we will notify you and ask for your confirmation before reloading again; until you confirm, item 7.5 applies.

8.4AI spending limit and alerts. Every Account has a monthly AI spending limit (a monthly budget). The starting limit is $20 on Organiza, $30 on Crece and $50 on Escala; on Crece and Escala, only AI usage beyond what the Plan includes counts toward the limit. Private plans state their limit in the offer. The system alerts the account owner at 70%, 80%, 90% and 100% of the limit. At 100%, pay-per-use AI is paused until the next monthly period or until the limit is raised, and in the meantime your Contacts receive a fallback message without AI. The account owner may ask for the limit to be raised at any time, and it is raised immediately. The limit only stops AI: it does not stop text messages, calls or WhatsApp, which continue to be charged to the Wallet. Before you send bulk WhatsApp campaigns, we show you a notice with the estimated cost.

8.5Reload cannot be turned off. While your Plan is active, automatic reload cannot be turned off. You can keep it at the minimum ($25) and control spending with the limit in item 8.4. Once you cancel, item 11.3(d) applies.

8.6Responsibility for usage. You are responsible for all Usage Charges generated from your Account, including those from your automations, campaigns, Users and NEO, even if they result from a misconfiguration.

9.Taxes

9.1Prices do not include taxes unless stated otherwise. You must pay all taxes, duties and government charges on your purchase (for example, sales tax, VAT or similar taxes), except taxes on NeuroAI's income.

9.2When the law requires NeuroAI to collect taxes, they will be calculated automatically at checkout with Stripe's tax calculation tool and added to the invoice based on the billing address and tax information you provide. You are responsible for that information being correct.

9.3Withholding taxes are your responsibility: if the law of your country requires you to withhold tax on payments to NeuroAI, you must increase the payment so that NeuroAI receives the full invoiced amount, and give us proof of the withholding.

9.4If you are tax-exempt, you must send us a valid certificate before purchase. We do not apply exemptions retroactively.

10.No refunds

10.1EXCEPT AS PROVIDED IN ITEMS 10.3 TO 10.6, ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE. NeuroAI does not refund money, in whole or in part, in any other case, including: (a) monthly or annual fees, even if you cancel before the period ends or do not use the Service; (b) partial periods and unused days or months; (c) setup, once started or expired; (d) Wallet balance (which is handled under item 7.6), reloads and Usage Charges; (e) Plan downgrades; and (f) suspension or closure of the Account for breach of these Terms.

10.2We do not offer money-back guarantees, free months or cash compensation. Any courtesy credit is given only in writing and on a case-by-case basis; it creates no future obligation and has no cash value.

10.3Correction of billing errors. If you were charged twice, overcharged, or charged after your cancellation had already taken effect, we will return the amount charged in error to the same payment method. Tell us as soon as you notice, at soporte@neuroaistudio.com, ideally within 60 days of the charge. If you tell us later, we will still correct it if we can verify the error. We aim to respond to billing claims within 2 business days; this is a target, not a guarantee. This deadline does not limit your rights with your bank.

10.4Non-waivable rights. If an applicable law gives you a right to a refund that cannot be waived by contract, that right will be honored only to the minimum extent that law requires.

10.5End of Service by NeuroAI. If NeuroAI terminates your Subscription, closes your Account or discontinues the Service without cause, that is, without any breach of these Terms by you, we will refund everything you have not used: (a) the pro-rated portion of the Plan price for the days remaining in the period already paid (for example, if you paid for the period on day 1 and the Account is closed on day 15, we refund the remaining days of that period); (b) the Wallet balance you loaded and did not use, in cash (an exception to item 7.6); and (c) what you paid for setup, if it has not yet started (item 5.6); if it has started or been completed, it is not refunded, and if it was included at no cost, there is nothing to refund. Complimentary Plan credits are not refunded (item 5.7). Refunds are made to the same payment method. This is not a refund for dissatisfaction. If you cancel because you objected to a new sub-processor and no solution was found (item 8.5 of the Data Processing Agreement), we will refund the unused, pro-rated portion of what you prepaid for the current period.

10.6Setup not yet started. If you cancel your Subscription before setup has started and before its 90-day period expires, we will refund in full what you paid for setup (item 5.6). What you paid for the Plan is not refunded.

10.7Chargebacks. Before disputing a charge with your bank, write to us at soporte@neuroaistudio.com so we can resolve it. If you initiate a chargeback for a charge made in accordance with these Terms, NeuroAI may suspend the Account while it is resolved and provide your bank with evidence of your acceptance and your use of the Service. If the dispute is resolved in NeuroAI's favor, we may charge you the dispute fee, limited to the actual amount the payment processor charges us.

11.Cancellation

11.1How to cancel. You can cancel the Subscription at any time, online, from your Account. You can also request it by email to soporte@neuroaistudio.com from the email address registered on the Account. You do not need to call or talk to anyone to cancel.

11.2Confirmation. We will email you a confirmation with the date your access ends.

11.3What happens when you cancel. (a) No further renewal charges are made. (b) You keep access until the end of the period you already paid for (on annual billing, until the end of the paid year). (c) No amount is refunded, except in the cases in items 10.3 to 10.6. (d) Usage Charges generated until the end of the period continue to be deducted from the Wallet. Once you cancel, an automatic top-up is made only if your balance does not cover usage already incurred, and only for the amount needed (never more than $25). If the final balance is negative, we automatically charge the difference up to $25; if it is larger, we send you an invoice for the rest so you can pay it from the link. (e) When the period ends, the Account is deactivated. (f) The balance you loaded and did not use is handled under item 7.6, and complimentary credits are forfeited.

11.4Your data at the end. Until the end date you can export your data from the application. For the 30 days following the end date the Account is locked, but you can reactivate it or ask soporte@neuroaistudio.com for an export of all the data the application allows you to export, free of charge once. After that, we delete or anonymize the data no later than 90 days after the end date; backups are deleted in their normal cycle. We keep only what the law requires us to keep.

11.5Phone numbers. The Account's phone numbers are released 14 days after the end date and cannot be recovered afterwards. If you want to move a number to another provider (port-out), you must request it before the end date.

11.6Termination by NeuroAI. NeuroAI may terminate the Subscription for the reasons in Section 12, or without cause with at least 30 days' notice. If NeuroAI terminates without cause, termination takes effect on the date stated in the notice, and you keep access until that date. If NeuroAI terminates your Subscription, closes your Account or discontinues the Service without cause, item 10.5 applies.

12.Non-payment and suspension

12.1Failed payments. If a charge fails, we will notify you by email and retry it automatically up to 4 times over 14 days. You can pay at any time from the invoice link or by updating your payment method. We do not charge late fees.

12.2Suspension for non-payment. The Service keeps working for 7 days after the first failure (grace period); after that, NeuroAI may suspend the Account: Users will not be able to log in, and automations, NEO and sending will stop. Suspension does not cancel the debt.

12.3Cancellation for non-payment. If payment is still outstanding 30 days after the first failure, the Subscription is cancelled and item 11.4 applies.

12.4Suspension for abuse, risk or breach. NeuroAI may suspend all or part of the Account (for example, a number, a channel, a campaign or NEO), immediately and without prior notice where reasonable, if: (a) you breach these Terms or the Acceptable Use, Messaging and AI Policy; (b) there are complaints of spam or unauthorized messages, or an abnormal number of opt-outs, blocks or reports; (c) a carrier, Meta or another Provider requires it or restricts the service; (d) there is a risk to security, to other customers or to the Service; (e) fraud or illegal use is suspected; or (f) the law or an authority requires it. Where possible, we will explain the reason and how to resolve it.

12.5Reactivation. We will reactivate the Account once the debt is paid or the cause of suspension is resolved. Days of suspension are not compensated or refunded. During a suspension for breach, the Subscription remains in effect and no amount is refunded.

13.Acceptable use and fair use

13.1Acceptable use. You must use the Service lawfully and in accordance with the Acceptable Use, Messaging and AI Policy (https://neuroaistudio.com/legal/acceptable-use). At a minimum, you may not: (a) send spam or messages, calls or emails without the consent the law requires; (b) use purchased, rented or scraped contact lists; (c) impersonate another person or business, or make anyone believe NEO is a person; (d) send content that is illegal, deceptive, fraudulent, defamatory or that infringes others' rights, or content from the prohibited or restricted industries in the Acceptable Use, Messaging and AI Policy or restricted by carriers or Meta (for example, sexual or hateful content, firearms, tobacco or cannabis, high-risk loans, debt collection or gambling, or promoting alcohol by text message, WhatsApp or calls); (e) store the prohibited data listed in Section 15.5; (f) direct the Service to children under 13 or collect their data; (g) attempt unauthorized access to systems, bypass limits or security measures, reverse engineer, or upload malicious software; (h) resell, sublicense or offer the Service to third parties (for example, as an agency) without a separate contract signed with NeuroAI; (i) use the Service to build a competing product; or (j) use the Service for healthcare businesses of any kind, for political parties, candidates or campaigns, for law enforcement, or for the other sectors and uses prohibited by the Acceptable Use, Messaging and AI Policy (for example, sweepstakes or contests by text message or WhatsApp, or promoting alcohol by text message, WhatsApp or calls).

13.2Fair use of no-meter AI (subject to fair use; not unlimited). Some Plans include no-meter AI: we do not charge you per reply within normal use. This does not mean unlimited use. Normal use means serving the Contacts of a single business (one Account) in its ordinary activities. The following, among others, are not normal use: using the AI for other businesses or for third parties; automatically generating bulk content; creating automated loops (for example, an AI replying to another AI or to itself); load testing; or usage far above that of similar businesses on the same Plan. NeuroAI does not publish a fixed fair-use number. If your usage exceeds normal use, we will give you at least 7 days' notice before limiting it or charging the excess as pay-per-use AI. In case of abuse, automated loops or a risk to the Service, we may limit it immediately (Section 12.4 of these Terms). The same applies to any other feature described as "included" without a fixed quantity.

13.3Technical limits. The Service has technical limits (for example, on sends per hour, storage, file size or number of automations) that NeuroAI or its Providers may set to protect the quality of the Service.

14.Your contacts, consent and communications

14.1You are the sender. When you use the Service to communicate with your Contacts (by text message, WhatsApp, email, calls, chat or NEO), you are the sender and are responsible for those communications. NeuroAI only provides the technology.

14.2Consent. You are solely responsible for obtaining, documenting, keeping and honoring the consent of your Contacts required by law and by each channel's rules before communicating with them, and for proving it if asked. In the U.S., this includes the Telephone Consumer Protection Act (TCPA) and the rules of the Federal Communications Commission (FCC), similar state laws (known as "mini-TCPAs"), and the national and state Do Not Call registries.

14.3Text messages (SMS/MMS) in the U.S. You must: (a) register your brand and campaign in the A2P 10DLC system under carrier rules, with true information that matches your tax documents and your website; (b) follow the CTIA Messaging Principles and Best Practices and the carriers' codes of conduct; (c) use forms with separate consent checkboxes for marketing and non-marketing messages, unchecked by default, and never require consent in order to submit the form; (d) identify your business in messages and disclose message frequency, that message and data rates may apply, and the keywords STOP and HELP (or AYUDA), and include an opt-out reminder in every marketing message; the Service automatically processes the replies STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE, OPT OUT, BAJA, ALTO, PARAR, CANCELAR, DETENER and FIN as opt-outs, in upper or lower case, and responds to HELP and AYUDA; (e) honor opt-outs made by any other reasonable means, as soon as possible and always within the period the law requires; and (f) send marketing text messages only between 9:00 a.m. and 8:00 p.m. in the recipient's local time, and comply with any other time restrictions imposed by the laws of some states. Until registration is approved, text messaging may not be available. Registration and carrier fees are charged to the Wallet.

14.4Calls and AI voice. According to the FCC, AI-generated voices are considered "artificial" voices under the TCPA. Therefore, before making calls with NEO's voice or other artificial or prerecorded voices, you must have the prior express consent the law requires (in writing, for marketing calls). On every call, NEO must state the business name and that it is an AI virtual assistant. If you record calls, you must comply with laws that require notifying or obtaining permission from all parties.

14.5WhatsApp. If you use WhatsApp through the Service, you must comply with the WhatsApp Business and Meta terms and policies (including the WhatsApp Business Messaging Policy and the Commerce Policy). Among other things, you must: (a) have the Contact's consent before sending business-initiated messages; (b) use Meta-approved templates outside the customer service window; (c) offer the option to talk to a person when needed; and (d) use NEO only for tasks related to your business. Meta's terms do not allow offering a general-purpose AI assistant on WhatsApp; that is why NEO is configured to handle only topics related to the Customer's business, and you may not change this. Meta charges for certain messages; those fees are deducted from the Wallet. Meta may limit, suspend or block numbers or accounts under its policies and based on message quality; NeuroAI does not control those decisions.

14.6Email. If you send commercial emails, you must comply with the U.S. CAN-SPAM Act and similar laws of other countries: do not use misleading sender information or subject lines, identify advertising where required, include a valid postal address and a working unsubscribe link, and honor unsubscribes within the legal period. You must also follow the requirements of major mailbox providers for bulk senders (for example, authenticating your domain with SPF, DKIM and DMARC and offering one-click unsubscribe). You may send marketing emails only to consumers who have given you their consent or with whom you have a prior relationship. Your marketing emails must be sent from your own verified domain, for which you must configure your DNS records; NeuroAI's sending domain is used only for system emails. NeuroAI may automatically pause your sending if a send exceeds a 5% bounce rate or a 0.3% complaint rate.

14.7Contacts outside the U.S. If you communicate with people in other countries (for example, in Latin America, Lebanon or the European Union), you must also comply with those countries' laws on commercial messages, telecommunications and data protection. Some countries have their own rules, fees or restrictions for international text messages.

14.8Reviews. If you use features to request or manage reviews, you must comply with the Federal Trade Commission (FTC) Rule on the Use of Consumer Reviews and Testimonials and with each platform's policies: do not post or buy fake reviews, do not make a benefit conditional on a positive review, and do not suppress negative reviews in a misleading way.

14.9Responsibility. You are responsible to your Contacts, carriers, Meta and authorities for your communications. Fines and penalties imposed by carriers or Meta because of your Account's traffic are passed through to you. If NeuroAI receives a complaint, fine or lawsuit because of your communications, Section 26 (indemnification) applies.

15.Customer Content and data

15.1Ownership. Customer Content is yours. NeuroAI acquires no ownership of it.

15.2License to use. You grant NeuroAI and its Providers a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display and adapt Customer Content only as needed to provide, maintain, protect and improve the Service, and to comply with the law. This license ends when Customer Content is deleted under Section 11.4.

15.3Your responsibility for content. You are responsible for Customer Content and represent that you have all rights and permissions needed to use it in the Service (including text, images, logos, music and personal data) and that its use does not violate the law or the rights of others.

15.4Personal data of your Contacts. For the personal data of your Contacts, you are the responsible party (the "business" or "controller", depending on the applicable law) and NeuroAI acts as a service provider or processor that handles that data on your behalf and according to your instructions. NeuroAI does not sell that data, does not share it for cross-context behavioral advertising, and does not use it for purposes other than providing the Service, as required by the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), and other state privacy laws. You must tell your Contacts, in your own privacy policy, how you use their data and that you use technology providers. The Data Processing Agreement (https://neuroaistudio.com/legal/dpa) is part of these Terms and applies automatically, including when laws of other places with similar requirements apply to your Contacts' data (for example, the European Union General Data Protection Regulation, GDPR). If you need a signed copy, request it at legal@neuroaistudio.com. How NeuroAI handles the data of Customers and website visitors is described in the Privacy Policy (https://neuroaistudio.com/legal/privacy).

15.5Data you must not store in the Service. You must not use the Service to store or process: (a) health data of any kind, including protected health information under the U.S. HIPAA law (NeuroAI does not serve healthcare businesses and does not sign business associate agreements, or "BAAs"). In addition, unless NeuroAI agrees in writing, you must not use the Service to store or process: (b) full payment card numbers, security codes or banking credentials, outside the payment processor's payment forms; (c) Social Security numbers, passports or other government identity documents, unless strictly necessary and lawful; or (d) data of children under 13 (or under 16 where that is the applicable age), in accordance with the U.S. Children's Online Privacy Protection Act (COPPA) and similar laws.

15.6Security. NeuroAI and its Providers apply reasonable technical and organizational security measures. No system is completely secure. If we detect unauthorized access affecting personal data in your Account, we will notify you without undue delay, as required by law and, in any case, within 72 hours after confirming it (Data Processing Agreement). To report a security issue to us, write to seguridad@neuroaistudio.com.

15.7Your own copies. The Service is not a backup system. You must regularly export important Customer Content.

15.8Usage data. NeuroAI may use technical and statistical data about use of the Service, aggregated or de-identified so that it does not identify the Customer or its Contacts, to operate, protect and improve the Service. WhatsApp data is never used, even in aggregated or de-identified form, to build, train or improve AI models.

16.Artificial intelligence and NEO

16.1What NEO is. NEO is an artificial-intelligence virtual assistant that can reply to your Contacts, book appointments, collect information, summarize conversations and help with business tasks, depending on your Plan and the settings you choose.

16.2NEO always identifies itself as an AI virtual assistant. NEO says it is an AI virtual assistant at the start of every conversation or call, and confirms it whenever anyone asks. You may not configure NEO to say or imply that it is a person. You may give your assistant its own name (for example, "Sofía"), as long as it introduces itself as an "AI virtual assistant". NeuroAI's AI notice is available at https://neuroaistudio.com/legal/ai-notice. This also responds to bot and AI disclosure laws (for example, California's bot disclosure law, Utah's Artificial Intelligence Policy Act, the transparency obligations of the European Union Artificial Intelligence Act, and other state AI disclosure laws, such as the Colorado AI Act or Maine's law on chatbots in commerce, where they apply) and to the Federal Trade Commission Act (FTC Act), which prohibits deceptive practices.

16.3Limitations. AI can make mistakes, make up information, misunderstand a message, reply incompletely or inappropriately, or not reply at all. AI Output depends on the information and instructions you give it. NeuroAI does not guarantee that AI Output is accurate, complete, current or suitable for any particular purpose.

16.4Human review. You are responsible for: (a) reviewing and keeping up to date the information NEO works with (prices, hours, services, policies); (b) regularly monitoring conversations; (c) reviewing AI Output before using it in important matters; and (d) offering your Contacts the option to talk to a person on your team. You are responsible for what NEO says or offers on behalf of your business as if one of your employees had said it.

16.5Prohibited uses of AI. You may not use NEO or other AI features to: (a) give medical, legal, financial, tax or other professional advice that requires a license; (b) make solely automated decisions with legal or similarly significant effects on a person (for example, about credit, employment, housing, insurance, education or health); (c) create deceptive content, impersonations, or images or voices of real people without their permission; (d) offer the public a general-purpose assistant; or (e) any use prohibited by the Acceptable Use, Messaging and AI Policy.

16.6AI model providers. To generate AI Output, the Service sends the necessary content (for example, a Contact's message and your business information) to AI model providers, which process it on NeuroAI's behalf. NeuroAI does not use Customer Content to train AI models, its own or third parties', and works with providers whose commercial terms do not allow it by default.

16.7AI Output. To the extent permitted by law, and as between you and NeuroAI, AI Output generated for your Account belongs to you. Identical or similar output may be generated for other customers. NeuroAI does not guarantee that AI Output can be protected by copyright or that it does not match third-party content.

16.8No guarantee of results or income. NeuroAI does not promise or guarantee any business result: not more customers, more sales or more reviews, not income or profits of any amount, and not that every message will be answered. Examples, case studies or figures shown on the website, in NeuroAcademy or in sales materials are illustrative or reflect specific cases; they are not typical or guaranteed unless expressly stated. Results depend on your business, your market, your effort and other factors we do not control.

16.9Changes to AI. AI features and models change often. NeuroAI may change, replace or withdraw AI models and features to maintain quality, security or legal compliance.

17.NeuroAI intellectual property

17.1The Service, the software, the design, the templates (websites, forms, automations, agents and pre-written messages), NEO, NeuroAcademy, the documentation, the "NeuroAI", "NeuroAI Studio" and "NEO" trademarks, the logos and everything created by NeuroAI or its licensors are owned by NeuroAI or its licensors and are protected by intellectual property laws.

17.2License. While your Subscription is active and paid up, NeuroAI grants you a limited, non-exclusive, non-transferable and revocable license to use the Service and the templates only for your business's internal operations, in accordance with these Terms.

17.3Templates. You may adapt the templates within your Account. Your own content that you add is yours; the structure and base text of the templates remain NeuroAI's. You may not copy, export for resale, publish as your own or distribute the templates, or use them outside the Service, except for pages and messages your business publishes as part of normal use of the Service.

17.4Restrictions. You may not copy, modify, decompile or reverse engineer the Service, extract data by automated means, remove proprietary notices, or use NeuroAI's trademarks without permission.

17.5Feedback. If you send us ideas or comments about the Service, we may use them freely, without any obligation to pay or credit you.

17.6Copyright notices (DMCA). If you believe content hosted on the Service infringes your copyright, send a notice to our designated agent (DMCA Agent of NeuroAI Inc., 254 Chapman Rd, Ste 208 #24811, Newark, DE 19702, United States; legal@neuroaistudio.com; +1 646 235 1719) including: your signature; the work affected; the web address of the content; your contact details; a statement that you are acting in good faith; and a statement, under penalty of perjury, that the information is accurate and that you are authorized to act. Where appropriate, we will remove or disable the content and notify the Customer, who may send a counter-notice. We will terminate the accounts of repeat infringers. This is the procedure provided for by the U.S. Digital Millennium Copyright Act (DMCA).

18.Availability, support and changes to the Service

18.1Availability. We make commercially reasonable efforts to keep the Service available, but we do not guarantee that it will work without interruptions, errors or delays. There may be downtime for maintenance (we will try to announce planned maintenance in advance), failures of Providers, the internet, carriers or Meta, attacks, or force majeure events. We do not offer a service level agreement (SLA) or compensation for unavailability, unless agreed in writing.

18.2Support. NEO, our AI virtual assistant, and the help center are designed to be available 24/7, subject to interruptions (Section 18.1). Human support is provided through tickets and email at soporte@neuroaistudio.com on business days, with a target response time of 1 business day, which is not a guarantee. Support does not include custom configuration, design, copywriting or marketing work, unless purchased separately.

18.3Changes to the Service. The Service is updated often. NeuroAI may add, change or remove features, integrations or Providers. If we remove a core feature of your Plan in a way that materially reduces the Service, we will give you reasonable advance notice and you may cancel under Section 11.

18.4Beta features. Features labeled "beta", "preview" or similar are provided as is, may change or disappear, and carry no performance commitment.

19.Third-party services and providers

19.1NeuroAI's Providers. To provide the Service, NeuroAI uses cloud infrastructure and software providers, payment processors (for example, Stripe), messaging and telephony providers, and AI model providers. NeuroAI selects and reasonably oversees its Providers, but is not responsible for failures beyond its reasonable control. The categories of sub-processors that process personal data are published at https://neuroaistudio.com/legal/subprocessors (see the Data Processing Agreement).

19.2Services you connect. If you connect third-party services (for example, WhatsApp, Facebook, Instagram, Google, your calendar, your email, your website or your payment gateway), your use of those services is governed by each third party's terms, and you authorize NeuroAI to exchange data with them so the integration works. NeuroAI does not control those services and is not responsible for their changes, outages, blocks or decisions.

19.3Authorization screens. When you connect some third-party accounts, the authorization screen may show the name of one of NeuroAI's technology providers. This is a normal part of how the Service works.

19.4Charging your customers. If you use the Service to charge your Contacts, the payment relationship is between you, your Contact and your payment processor. NeuroAI is not a party to those transactions and is not responsible for them.

20.Messages from NeuroAI to you (text messaging program)

20.1Who sends. NeuroAI Inc. (NeuroAI brand) may send you text messages, WhatsApp messages and emails about your account: login codes, billing and balance notices, reminders, support, Service notices and, only if you separately agree, offers and news. Automated text messages are sent from NeuroAI's numbers registered for SMS.

20.2Consent. Checkout has three separate, optional boxes: account text messages, marketing text messages and WhatsApp messages. None is pre-checked and none is a condition of purchase. Marketing messages are sent only if you check their box.

20.3Frequency, hours and rates. Message frequency varies with your account activity. Marketing text messages are only sent between 9:00 a.m. and 8:00 p.m. in the recipient's local time, and every one of them reminds you how to opt out. Your carrier may charge message and data rates.

20.4Opt-out and help. You can stop receiving our text messages at any time. To opt out, reply STOP. We also honor STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT, REVOKE, OPT OUT, BAJA, ALTO, PARAR, CANCELAR, DETENER and FIN, in upper or lower case, and any other reply that reasonably asks to stop messages. We will send you a message confirming the opt-out and will then send you no more text messages from that program. To subscribe again, sign up again the same way you did the first time. For help, reply HELP or AYUDA, email soporte@neuroaistudio.com or call +1 646 235 1719. Necessary Service notices (for example, billing notices) may still arrive by email.

20.5Carriers. Wireless carriers are not liable for delayed or undelivered messages.

20.6Privacy. To learn how we handle your data, read our Privacy Policy (https://neuroaistudio.com/legal/privacy). No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. Information sharing to subcontractors in support services, such as customer service, is permitted. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties. We never upload mobile numbers or SMS opt-in data to advertising platforms (for example, custom audiences or pixel advanced matching).

21.Testimonials and advertising

21.1NeuroAI will publish your name, logo, testimonial or success story only with your express written authorization, and will do so truthfully, in accordance with the Federal Trade Commission Act (FTC Act) and the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising. If a testimonial received any benefit in return, we will disclose it.

21.2You may withdraw your authorization for future uses at any time.

22.Confidentiality

22.1"Confidential information" is non-public information one party shares with the other that would reasonably be considered confidential (for example, private pricing, business plans, technical data, security information and Customer Content).

22.2Each party will use the other's confidential information only to perform this contract, will protect it with reasonable care, and will share it only with its employees, advisors and Providers who need it and are bound by confidentiality obligations.

22.3Information is not confidential if it was already public, was already lawfully held by the receiving party, was lawfully received from a third party, or was independently developed. If the law or an authority requires disclosure, the receiving party will notify the other party where legally permitted.

22.4This obligation lasts for the term of the contract and 3 years after, and indefinitely for trade secrets and personal data.

23.Sanctions and export controls

23.1The Service is subject to U.S. economic sanctions and export control laws, including those administered by the Office of Foreign Assets Control (OFAC) of the Department of the Treasury and the Export Administration Regulations (EAR) of the Department of Commerce.

23.2You represent and warrant, when you subscribe and for as long as you use the Service, that neither you, your business, nor its owners, officers or Users: (a) are on OFAC's Specially Designated Nationals and Blocked Persons List (SDN List) or other U.S. restricted-party lists (for example, the Department of Commerce Entity List); (b) are owned 50% or more by one or more persons on those lists, or act on their behalf; (c) are located, organized or ordinarily resident in a country or region subject to comprehensive U.S. embargo (the current list is published by OFAC; as of the date of this document it includes, among others, Cuba, Iran, North Korea and the Crimea, Donetsk and Luhansk regions of Ukraine); (d) are the Government of Venezuela, any of its agencies or instrumentalities, or a Venezuelan state-owned or state-controlled company, or are part of any other government whose property is blocked by the U.S., or act on behalf of any of them; or (e) are linked to, or act on behalf of, organizations sanctioned by the U.S. Being located in a country with sanctions targeted at specific persons or entities (for example, Venezuela or Lebanon) does not by itself prevent you from subscribing, as long as the representations above are true; in that case, you make them at checkout and NeuroAI screens the Customer against the SDN List after sign-up (item 23.4). NeuroAI does not provide the Service to persons located in Russia or Belarus.

23.3You will not use the Service to communicate with, provide services to or collect payments from persons, entities or countries subject to those restrictions, nor export or re-export it in violation of those laws.

23.4NeuroAI screens every Customer against OFAC's SDN List after sign-up, and may screen it again against official lists at any time, request additional information, and reject, suspend or terminate an Account immediately if there is a risk of violating these laws. In that case, NeuroAI will have no liability to you, and any amounts may be blocked or withheld if the law requires. If a sanctioned person or entity makes a payment, NeuroAI will block it and report it to the competent authorities, as the law requires.

23.5You must notify us immediately if any representation in this Section is no longer true.

24.Warranties and disclaimer

24.1Each party represents that it has the capacity to accept these Terms.

24.2NeuroAI will provide the Service in a professional manner and with reasonable care.

24.3EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE EXTENT PERMITTED BY LAW, THE SERVICE, NEO, AI OUTPUT, THE TEMPLATES AND NEUROACADEMY ARE PROVIDED "AS IS" AND "AS AVAILABLE". NEUROAI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR UNINTERRUPTED OPERATION, AND NO WARRANTIES OF BUSINESS RESULTS OR INCOME.

25.Limitation of liability

25.1TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, CUSTOMERS, OPPORTUNITIES, DATA OR REPUTATION, EVEN IF ADVISED OF THE POSSIBILITY.

25.2TO THE EXTENT PERMITTED BY LAW, NEUROAI'S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID NEUROAI (EXCLUDING TAXES) IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

25.3These limits do not apply to: (a) your payment obligations; (b) your indemnification obligations (Section 26); (c) your breach of Sections 13, 14, 16.5 or 23; (d) your infringement or misappropriation of the intellectual property rights of NeuroAI or its licensors (including items 17.3 and 17.4); or (e) either party's liability for fraud or willful misconduct, or any other liability that cannot be limited by law.

25.4These limits are an essential part of the agreement and are reflected in the prices.

26.Indemnification

26.1You will defend, indemnify and hold harmless NeuroAI, its officers and employees, its implementation team and its Providers from any claim, lawsuit, fine, penalty, damage, loss or expense (including reasonable attorneys' fees) arising from: (a) Customer Content; (b) your communications with your Contacts, including claims under the TCPA, similar state laws, the CAN-SPAM Act or data protection laws, and lack of consent; (c) what NEO says or offers based on the information and settings you provided; (d) your breach of these Terms, the Acceptable Use, Messaging and AI Policy or the law; or (e) third-party services you connect.

26.2NeuroAI will notify you in writing of the claim within a reasonable time, allow you to control the defense (without accepting settlements that impose obligations on NeuroAI without its consent), and reasonably cooperate, at your expense.

26.3These Terms do not include any indemnification obligation on the part of NeuroAI. Such an obligation will exist only if agreed in a written agreement signed by NeuroAI Inc. and the Customer.

27.Governing law and dispute resolution

27.1Governing law. These Terms are governed by the laws of the State of Delaware, U.S., and applicable U.S. federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27.2Talk first. Before starting a formal claim, the party with the claim must send the other a written description of the problem (to NeuroAI at legal@neuroaistudio.com), and both will try in good faith to resolve it for 30 days.

27.3Arbitration. If the dispute is not resolved within 30 days, it will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, in English, seated in Wilmington, Delaware, with hearings by videoconference where possible. This arbitration agreement is governed by the U.S. Federal Arbitration Act. Judgment on the award may be entered in any court of competent jurisdiction.

27.4Exceptions and courts. Either party may: (a) bring a claim in small claims court if it qualifies; and (b) ask a court for urgent relief to protect its intellectual property or confidential information, or to stop unlawful use of the Service. Except for small claims, any court action permitted by this Section, any action to compel arbitration or to confirm, modify or vacate an award, and any claim that by law cannot be arbitrated, will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties consent to their jurisdiction. Small claims are brought in the small claims court of the county of the Customer's domicile in the U.S. or in Delaware. This does not replace arbitration, which remains the way disputes are resolved (item 27.3).

27.5Class action waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. Neither the arbitrator nor any court may combine claims of more than one person without the agreement of both parties. If this waiver cannot be enforced as to a claim, that claim (and only that claim) will proceed in the courts listed in item 27.4 and never in class arbitration; it will be stayed until the individual arbitrations are completed.

27.6Time to bring claims. Any claim must be brought within 1 year after the event giving rise to it, unless the law requires a longer period that cannot be shortened. This period is tolled from the date the notice under item 27.2 is sent until 30 days afterward.

27.7Changes to this Section. Changes to this Section 27 will be notified at least 30 days in advance (item 28.3 does not apply to them) and will not apply to claims that arose, or were notified under item 27.2, before the change takes effect; those claims are governed by the prior version.

28.Changes to these Terms

28.1NeuroAI may update these Terms. We will publish the new version, with its date, at https://neuroaistudio.com/legal/terms.

28.2If a change is material and adverse to you (for example, regarding prices, renewal, cancellation or liability), we will notify you by email and in the application at least 30 days in advance. If you do not agree, you may cancel before the change takes effect, and the previous Terms will continue to apply until the end of your paid period. If you continue to use the Service after that date, you are deemed to accept the new Terms.

28.3Changes required for legal or security reasons, or because a Provider, carrier or Meta requires them, may take effect sooner, with reasonable notice, except changes to Section 27 (item 27.7).

28.4Changes to Subscription prices are governed by Section 5.8.

29.General provisions

29.1Entire agreement. These Terms, the documents listed in Section 1.3 and the order summary form the entire agreement between the parties about the Service and replace any prior agreement or communication.

29.2Order of precedence. In case of conflict, this order applies: (1) a written agreement signed by NeuroAI Inc. and the Customer; (2) the Standard Contractual Clauses, where they apply (only as a fallback, if NeuroAI agrees in writing to an exceptional case under item 2.7); (3) the Data Processing Agreement, as to the personal data of Contacts; (4) the accepted order summary; (5) the Billing, Renewal, Cancellation and No-Refund Policy, as to billing, renewal, cancellation and the Wallet; (6) the Acceptable Use, Messaging and AI Policy, as to use of the Service, messaging and AI; (7) these Terms; (8) other policies. The other policies refer to this item.

29.3Assignment. You may not assign this contract without NeuroAI's written permission. NeuroAI may assign it to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.

29.4Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (for example, natural disasters, wars, conflicts, government actions, sanctions, power or internet outages, failures of Providers or carriers, cyberattacks or pandemics). This does not excuse payment obligations.

29.5Severability. If any part of these Terms is invalid, it will be enforced to the maximum extent permitted and the rest will remain in effect.

29.6No waiver. A party's failure to enforce a right at a given time does not waive that right.

29.7Notices. NeuroAI will send notices to the email address registered on your Account or within the application. You must send legal notices to legal@neuroaistudio.com and, where the law requires, by mail to the address in Section 30. Email notices are deemed received on the business day after they are sent.

29.8Relationship of the parties. The parties are independent. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.

29.9Language. These Terms are written in Spanish and English. IF THERE IS ANY DIFFERENCE OR CONFLICT BETWEEN THE TWO VERSIONS, THE ENGLISH VERSION PREVAILS.

29.10Survival. Sections that by their nature should survive termination (for example, payments, no refunds, intellectual property, confidentiality, sanctions, disclaimer of warranties, limitation of liability, indemnification and disputes) will survive.

29.11Headings. Section headings are for convenience only.

30.Contact

Annex A.Current prices (as of October 20, 2026; prices exclude taxes and Usage Charges)

Plan: Organiza

• Monthly billing: $137/month
• Annual billing: $117/month, billed $1,404/year
• Users: up to 3
• Starting AI spending limit: $20/month (item 8.4)
• Optional setup: $249, one-time (also with annual billing)

Plan: Crece

• Monthly billing: $247/month
• Annual billing: $197/month, billed $2,364/year
• Users: up to 8
• Starting AI spending limit: $30/month, counting only usage beyond what is included (item 8.4)
• Optional setup: $249, one-time; included at no cost with annual billing

Plan: Escala (and Escala + Directorios, for U.S. businesses only)

• Monthly billing: $497/month
• Annual billing: $397/month, billed $4,764/year
• Users: up to 15
• Starting AI spending limit: $50/month, counting only usage beyond what is included (item 8.4)
• Optional setup: $249, one-time; included at no cost with annual billing

Notes to Annex A:

• 1.Business-directory listings only work for businesses located in the U.S. (Section 5.5).
• 2.The AI included in Crece has a monthly limit of replies and voice minutes, shown on the plans page. Escala includes no-meter AI (subject to fair use; not unlimited) (Section 13.2).
• 3.WhatsApp is included as a channel in all three Plans; messages and Meta fees are paid from the Wallet.
• 4.Complimentary credit: $10 of Wallet balance each month; it does not roll over and is forfeited on cancellation (item 5.7).
• 5.Automatic Wallet reload: at least $25 per reload, when the balance falls below $10 (Section 8).
• 6.Usage rates vary by Plan; they are in your Account's rate table (item 7.3).
• 7.Private plans are governed by their offer (Section 5.2).