Neurality AI, Inc.
Effective Date: Jul 1, 2026
Important healthcare and AI notice
Neurality is an AI-enabled administrative and communications platform. It is not an emergency service, healthcare provider, diagnostic service, or substitute for licensed professional judgment. Do not use the Services to request or provide emergency assistance. Customers must maintain human oversight, lawful consent, and an alternative way for patients to reach a person.
These Terms of Service (these "Terms") are a binding agreement between Neurality AI, Inc. ("Neurality," "we," "us," or "our") and the person or entity that accepts these Terms or uses the Services ("Customer," "you," or "your"). These Terms govern access to Neurality's websites, demos, administrative dashboard, AI-enabled voice, chat, messaging, scheduling, patient-engagement, workflow-automation, integration, support, and related professional services (collectively, the "Services").
By signing or referencing an Order Form, clicking to accept, creating an account, or accessing or using the Services, you agree to these Terms. If you accept on behalf of a company, healthcare practice, dental practice, professional group, health system, or other organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the Services.
An individual who merely interacts with a Neurality-powered agent on behalf of a healthcare practice — for example, by calling a practice, receiving a reminder, or using a practice's chat — does not become a Customer solely because of that interaction. The applicable practice is responsible for the patient relationship, required notices and consents, and the content and purpose of the communication.
The following consumer terms apply to patients and other individuals who receive SMS/MMS text messages from a healthcare practice using the Neurality Health platform. The platform Terms of Service for practices and other Customers appear in Sections 1 through 23 below.
Program name: Neurality Health Patient Messaging (the "Program").
Program description: The Program enables healthcare practices that use the Neurality Health platform to communicate with their patients by SMS/MMS text message. Messages are sent by, or on behalf of, your healthcare practice — which is identified in each message — and may include appointment reminders and confirmations, recall and recare notifications, post-visit follow-ups, two-way conversations with practice staff, administrative and billing notifications, and secure links to documents and forms hosted at neuralityhealth.ai.
Consent: By providing your mobile phone number to your healthcare practice and agreeing to receive text messages — in person, by phone, or through an intake or scheduling form — you consent to receive automated and staff-initiated text messages from your practice through the Neurality Health platform. Consent is not a condition of receiving care, goods, or services.
Message frequency: Message frequency varies depending on your appointments and your interactions with your practice.
Cost: Message and data rates may apply according to your mobile carrier plan.
Reply STOP at any time to cancel and stop receiving messages. After you text STOP, you will receive a single confirmation message and no further messages will be sent unless you re-subscribe. You can resume messages at any time by replying START.
Reply HELP at any time for assistance, or contact us at support@neuralityhealth.ai. You may also contact your healthcare practice directly using the phone number in your messages.
Carrier disclaimer: Carriers are not liable for any delayed or undelivered messages.
Not for emergencies: Text messaging is not monitored continuously and must not be used for medical emergencies. If you are experiencing an emergency, call 911.
Security: Standard SMS/MMS messages are not encrypted. Please avoid sending sensitive personal or health information by text; use the secure links provided or contact your practice directly.
Privacy: Our collection and use of your information is described in our Privacy Policy. Text messaging originator opt-in data and consent will not be shared with, or sold to, any third parties or affiliates for marketing or promotional purposes.
Eligibility and accuracy: You represent that you are the subscriber or customary user of the mobile number you provided and that you will notify your practice if you change numbers.
Changes: We may update this Program's terms from time to time; material changes will be communicated through the Program or our website.
2.1 Contract Documents. These Terms, each applicable Order Form, any Business Associate Agreement ("BAA"), Data Processing Addendum ("DPA"), Service Level Agreement ("SLA"), security addendum, statement of work, and policies expressly incorporated by reference form the agreement between the parties (the "Agreement").
2.2 Order of Precedence. If there is a conflict: (a) the BAA controls with respect to PHI and HIPAA obligations; (b) the DPA controls with respect to its covered processing of personal data; (c) the Order Form controls with respect to pricing, scope, term, and negotiated commercial terms; (d) these Terms control next; and (e) Documentation and policies control last. A later-signed document controls over an earlier document only to the extent it expressly identifies the provision it changes.
2.3 Affiliates. A Customer affiliate may use the Services only if identified in an Order Form or otherwise approved by Neurality. Customer remains responsible for its affiliates and Authorized Users unless the affiliate signs its own Order Form.
3.1 Business Use. The paid Services are offered for business and professional use. Authorized Users must be at least 18 years old and legally able to enter into binding obligations. Minors may participate in Patient Interactions only through Customer's lawful healthcare workflows and with any required parent or guardian involvement.
3.2 Account Information. Customer must provide accurate account, billing, and contact information and keep it current. Customer will designate one or more administrators who may manage users, permissions, workflows, integrations, and settings on Customer's behalf.
3.3 Credentials and Access. Customer is responsible for maintaining the confidentiality of credentials, using appropriate role-based access, promptly disabling access for departed or unauthorized users, and notifying Neurality of suspected unauthorized access. Customer is responsible for activity under its accounts to the extent caused by Customer, its Authorized Users, or its failure to protect credentials.
3.4 Authorized Users. Customer will ensure that Authorized Users comply with the Agreement and use the Services only for Customer's internal business purposes. Customer is responsible for violations by its Authorized Users.
4.1 Subscription Right. Subject to the Agreement and payment of fees, Neurality grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services identified in the Order Form for Customer's internal business operations.
4.2 AI-Enabled Functionality. The Services may use machine-learning models, large language models, speech recognition, speech synthesis, natural-language processing, rules engines, and third-party AI or telecommunications services. AI Output is probabilistic and may be incomplete, inaccurate, delayed, or inappropriate for a particular context. Similar inputs may produce different outputs, and other users may receive similar outputs.
4.3 Customer-Specific Configuration. Neurality may configure agents, scripts, call flows, appointment rules, knowledge bases, escalation paths, integrations, and campaigns based on Customer's instructions. Customer must review and approve the configuration before production use and after material changes.
4.4 Integrations. The Services may interoperate with third-party practice-management systems, electronic health records, scheduling systems, payment processors, telecommunications carriers, messaging providers, or other products. Customer authorizes Neurality to access and exchange Customer Data with integrations selected or enabled by Customer. Third-party products are governed by their own terms, and Neurality is not responsible for their acts, omissions, availability, accuracy, or security except to the extent expressly stated in an Order Form.
4.5 Changes. Neurality may update the Services to improve functionality, security, reliability, or legal compliance. Neurality will not materially reduce the core functionality of paid Services during a current subscription term without providing a commercially reasonable alternative, except where necessary to address a security risk, third-party dependency, or legal requirement.
4.6 Beta and Trial Features. Features identified as beta, preview, pilot, evaluation, or trial are provided for testing, may be changed or discontinued at any time, may be subject to additional terms, and are excluded from any SLA unless an Order Form states otherwise. Customer must not use beta features for production clinical workflows or with PHI unless expressly approved in writing and covered by an applicable BAA.
5.1 Customer Controls the Workflow. Customer determines the intended recipients, content, timing, purpose, escalation rules, and operational use of Patient Interactions. Customer is responsible for its healthcare services, patient relationships, clinical and billing decisions, professional licensure, practice policies, and compliance obligations.
5.2 Accurate Materials. Customer will provide accurate, current, lawful, and non-misleading instructions, scripts, appointment availability, pricing information, provider information, insurance information, policies, and knowledge-base materials. Customer will promptly update or disable content that becomes inaccurate or unsafe.
5.3 Testing and Monitoring. Before launch and after material changes, Customer will test workflows, verify integrations, review sample outputs, approve scripts and disclosures, and confirm human-escalation paths. Customer will reasonably monitor Patient Interactions and correct errors, complaints, or unsafe behavior.
5.4 Human Availability. Customer will maintain trained personnel and reasonable processes to receive escalations, respond to time-sensitive matters, review communications that require professional judgment, and handle matters the Services cannot safely or lawfully complete. Customer must maintain an alternative communication channel in case the Services are unavailable.
5.5 Minimum Necessary and Appropriate Channels. Customer will limit Customer Data to what is reasonably necessary for the configured workflow and will select communication channels appropriate to the sensitivity of the information. Customer will not place sensitive clinical details in unencrypted text messages, email, support tickets, demos, or other channels unless legally permitted and appropriately configured.
5.6 Professional and Regulatory Responsibilities. Customer is solely responsible for diagnosis, treatment, prescribing, medical necessity, care plans, coding, billing, insurance submissions, informed consent for healthcare, and all other professional or regulated acts. Neurality does not supervise Customer's personnel or practice medicine, dentistry, nursing, behavioral healthcare, insurance, law, or any other licensed profession.
6.1 Administrative Baseline. Unless an Order Form expressly identifies a separately validated and legally authorized clinical function, the Services are intended for administrative and operational support, such as general inquiries, scheduling, reminders, routing, intake, and practice communications.
6.2 No Medical Advice or Provider Relationship. The Services do not provide medical, dental, nursing, pharmacy, behavioral-health, insurance, or other professional advice and do not create a provider-patient relationship between Neurality and any person. AI Output is not a diagnosis, treatment recommendation, prescription, determination of medical necessity, or guarantee of insurance coverage or payment.
6.3 No Emergency Use. Customer must not use the Services as an emergency line, crisis line, dispatch service, or sole method for receiving urgent clinical communications. Customer will configure clear instructions directing people with emergencies or immediate safety concerns to appropriate emergency or crisis resources and will not rely on the Services to detect every emergency.
6.4 Human Review for Clinical Information. Customer may not configure the Services to make autonomous clinical decisions or communicate patient-specific clinical advice without: (a) Neurality's prior written approval; (b) any required regulatory authorization or clearance; (c) review and approval by appropriately licensed personnel; (d) documented testing and human oversight; and (e) all notices, disclosures, and escalation options required by law.
6.5 Insurance and Financial Information. Eligibility, benefit, estimate, coding, claim-status, or payment information provided through the Services may be incomplete, delayed, or subject to payer rules. Customer must independently verify material information before making care, coverage, billing, collection, or financial decisions. Debt-collection, credit-reporting, or payment-processing workflows require separate written approval and may be subject to additional terms.
6.6 High-Risk Decisions. Customer will not use AI Output as the sole basis for decisions that materially affect a person's access to healthcare, insurance, employment, housing, credit, education, legal services, or other similarly significant rights or opportunities.
7.1 Customer Responsibility for Communications. As between the parties, Customer determines and is responsible for the recipients, content, purpose, timing, and lawful basis of communications initiated or configured through the Services. This allocation does not eliminate obligations that applicable law independently imposes on Neurality.
7.2 Required Consents and Notices. Before using the Services to call, text, email, record, transcribe, or otherwise communicate with any person, Customer will obtain and maintain all consents, authorizations, notices, and permissions required by applicable law and by the person's preferences. This includes requirements relating to AI-generated or prerecorded voices, automated calls or texts, telemarketing, healthcare messages, call recording, transcription, privacy, and use or disclosure of health information.
7.3 AI Identification and Human Escalation. Customer will not configure an agent to deceptively pretend to be human. Customer will use a clear AI disclosure at the beginning of an interaction and at any additional frequency required by law or context, identify the practice or organization on whose behalf the agent is acting, and provide a clear method to reach a human representative. Customer will not remove or circumvent standard disclosures that Neurality designates as legally or operationally necessary.
7.4 Opt-Outs and Suppression. Customer will honor opt-out, do-not-call, do-not-text, unsubscribe, and revocation-of-consent requests promptly and in any manner required by law. Customer will maintain and apply appropriate suppression lists and will not intentionally re-enroll a person without a valid legal basis and renewed consent where required.
7.5 Outreach Restrictions. Customer will not use the Services for spam, harassment, deceptive or abusive calls, unlawful marketing, purchased or scraped contact lists without a lawful basis, spoofed or misleading caller identification, political campaigning, emergency dispatch, or communications that unlawfully discriminate. Customer will not contact a person at a frequency, time, or manner that is unreasonable or prohibited.
7.6 Recording and Transcription. Where recording or transcription is enabled, Customer is responsible for determining whether notice or consent is required from one or all participants and for configuring an approved disclosure. Neurality may require Customer to confirm its legal basis before enabling recording or to disable recording in particular jurisdictions or workflows.
7.7 Voice and Identity Rights. Customer will not use the Services to clone, imitate, or synthesize the voice, likeness, or identity of a real person without that person's documented authorization and Neurality's prior written approval. Customer will not use synthetic media to mislead, defraud, intimidate, or cause harm.
7.8 Evidence and Audit Cooperation. Customer will retain evidence of required consents, notices, opt-outs, and script approvals for the period required by law. Upon a reasonable compliance concern, Neurality may request relevant evidence, pause a campaign, require corrective action, or suspend the affected workflow.
8.1 Customer Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Neurality and its subprocessors a worldwide, non-exclusive, limited right to host, copy, transmit, transform, analyze, display, and otherwise process Customer Data only as necessary to provide, secure, support, and improve the Services, comply with the Agreement, and satisfy legal obligations.
8.2 Customer Permissions. Customer represents and warrants that it has all rights, consents, authorizations, notices, and lawful bases necessary for Neurality to process Customer Data as instructed. Customer will not submit data that Customer is prohibited from disclosing or that the Services are not configured or contractually authorized to process.
8.3 AI Output. Subject to Customer's compliance with the Agreement, Customer may use AI Output generated specifically for Customer for its internal business purposes. To the extent rights in AI Output exist, Neurality assigns to Customer any rights Neurality may have in that Customer-specific output, excluding Neurality technology, models, prompts, templates, Documentation, Service Data, and third-party materials. AI Output may not be unique, and Neurality does not guarantee that it is protectable by intellectual-property law.
8.4 Service Data. Neurality may collect and use Service Data to operate, secure, support, measure, analyze, and improve the Services; detect abuse and fraud; develop benchmarks; and create aggregated reports. Neurality will not use Service Data to identify a patient or disclose Customer Confidential Information in identifiable form.
8.5 De-Identified Data. Neurality may create and use data that has been de-identified or aggregated in accordance with the Agreement and applicable law. Neurality will not attempt to re-identify de-identified data and will require recipients, if any, to agree not to re-identify it.
8.6 Generalized Model Training. Neurality will not use Customer Data that identifies an individual, or PHI, to train generalized AI models made available to other customers or third parties unless Customer expressly authorizes that use in writing and the use is permitted by the BAA, DPA, and applicable law. Neurality may use de-identified or aggregated data and feedback to improve models and Services, subject to Section 8.5.
8.7 Data Export and Deletion. During the subscription term, Customer may export Customer Data using available features. For 30 days after expiration or termination, Neurality will make Customer Data reasonably available for export unless prohibited by law, a security concern, nonpayment, or the applicable BAA. Neurality may then delete Customer Data in accordance with its retention schedule, except for data it must retain by law, in protected backups, or in de-identified form. The BAA controls return or destruction of PHI.
9.1 Privacy Policy. Neurality's Privacy Policy governs personal information Neurality collects for its own business purposes, such as website, demo, account, sales, and support information. The Privacy Policy does not replace Customer's own patient privacy notices or legal obligations.
9.2 HIPAA and Business Associate Agreement. These Terms are not a BAA. If Neurality creates, receives, maintains, or transmits PHI on behalf of a HIPAA covered entity or business associate, the parties must enter into a BAA before PHI is submitted to the Services. The BAA governs Neurality's permitted uses and disclosures of PHI, safeguards, incident reporting, subcontractors, and return or destruction. If no BAA is in effect, Customer must not submit PHI.
9.3 Customer Privacy Duties. Customer is responsible for its Notice of Privacy Practices, patient authorizations, consents, data-subject or consumer requests, minimum-necessary determinations, record-retention duties, and instructions to Neurality. Customer will not direct Neurality to process personal data in violation of law.
9.4 Security Program. Neurality will maintain reasonable and appropriate administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No system is completely secure, and Neurality does not warrant that security incidents will never occur.
9.5 Security Incidents. Neurality will notify Customer of a confirmed security incident affecting Customer Data without unreasonable delay and as required by the BAA, DPA, or applicable law. Notice is not an admission of fault or liability. Unsuccessful attacks, scans, pings, and other events that do not compromise Customer Data are not security incidents for purposes of this section.
9.6 Subprocessors. Neurality may use affiliates, cloud providers, telecommunications carriers, AI providers, messaging providers, and other subprocessors to provide the Services. Neurality will impose appropriate confidentiality and data-protection obligations on subprocessors and remains responsible to Customer as required by the DPA or BAA. Where required by a DPA or BAA, Neurality will provide notice of material subprocessor changes and applicable objection rights.
9.7 Unsupported Channels. Customer must not transmit PHI or other sensitive Customer Data through public demos, unapproved integrations, unsecured support channels, or features that Neurality identifies as not designed for such data.
10.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or should reasonably be understood as confidential, including Customer Data, product plans, security information, pricing, business plans, and trade secrets. Confidential Information excludes information that Recipient can document: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) was received lawfully from a third party without confidentiality duty; or (d) was independently developed without use of Discloser's Confidential Information.
10.2 Protection and Use. Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, professional advisers, and subcontractors who need to know and are bound by confidentiality obligations at least as protective as this section.
10.3 Required Disclosure. Recipient may disclose Confidential Information when legally required, provided Recipient gives prompt notice where lawful and reasonable assistance, at Discloser's expense, if Discloser seeks protective treatment.
10.4 Duration. These obligations continue for three years after disclosure, except that obligations for trade secrets continue while the information remains a trade secret, and obligations for PHI and personal data continue as required by the BAA, DPA, and law.
11.1 Neurality Technology. Neurality and its licensors own the Services, software, models, algorithms, prompts, agent frameworks, voices, interfaces, designs, Documentation, Service Data, improvements, and all related intellectual-property rights. Except for the limited rights expressly granted, no rights are transferred to Customer.
11.2 Customer Materials. Customer retains ownership of its trademarks, scripts, policies, knowledge-base content, and other materials supplied to Neurality. Customer grants Neurality a limited license to use those materials to provide the Services and, if separately approved, to identify Customer as a customer.
11.3 Feedback. If Customer provides suggestions, ideas, or feedback, Neurality may use and incorporate them without restriction or payment, provided Neurality does not identify Customer or disclose Customer Confidential Information without permission.
11.4 Restrictions. Customer will not, and will not permit others to: (a) copy, modify, or create derivative works of the Services except as expressly authorized; (b) reverse engineer, decompile, disassemble, discover source code, model weights, prompts, or non-public methods; (c) bypass usage limits or security controls; (d) rent, resell, sublicense, or provide the Services as a service bureau except as authorized in an Order Form; (e) scrape or systematically extract data; (f) use the Services or AI Output to train or develop a competing model or service; (g) remove proprietary notices; or (h) access the Services to benchmark or publish competitive performance tests without Neurality's written consent, except where a restriction is prohibited by law.
Customer and Authorized Users must use the Services lawfully, safely, and in accordance with the Documentation. Without limiting other restrictions, they must not use the Services to:
Neurality may investigate suspected violations, preserve relevant evidence, cooperate with lawful authorities, remove or restrict content, or suspend affected access. Neurality will use reasonable efforts to limit a suspension to the affected account, workflow, or campaign when practicable.
13.1 Fees. Customer will pay the fees and usage charges stated in each Order Form. Unless an Order Form states otherwise, fees are quoted and payable in U.S. dollars, are based on purchased subscriptions or committed usage rather than actual use, and are non-cancelable and non-refundable except as expressly provided in the Agreement.
13.2 Invoicing and Payment. Invoices are due within the period stated in the Order Form. Customer must notify Neurality of a good-faith invoice dispute within 30 days after the invoice date and pay all undisputed amounts on time. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, plus reasonable collection costs.
13.3 Usage and Overages. Customer is responsible for usage by its accounts, phone numbers, agents, campaigns, and integrations. Usage above included limits may be charged at the rates in the Order Form or then-current overage rates disclosed before the overage occurs where commercially practicable.
13.4 Taxes. Fees exclude taxes, levies, duties, and similar governmental assessments. Customer is responsible for applicable taxes other than taxes on Neurality's net income. If Customer provides a valid exemption certificate, Neurality will not collect the covered tax.
13.5 Suspension for Nonpayment. Neurality may suspend paid Services for overdue undisputed amounts after reasonable notice and an opportunity to cure. Suspension does not relieve Customer of payment obligations.
13.6 Renewal. Subscription and renewal terms are stated in the Order Form. Neurality may change pricing for a renewal term by providing at least 30 days' notice before the renewal date, unless the Order Form provides a longer notice period.
14.1 Support. Neurality will provide the support described in the Order Form or Documentation. Customer will provide sufficient information, access, examples, and cooperation for Neurality to investigate issues.
14.2 Availability. Any uptime commitment and service credits are stated exclusively in an SLA. If no SLA applies, Neurality will use commercially reasonable efforts to make paid Services available, but does not guarantee uninterrupted or error-free operation.
14.3 Maintenance and Dependencies. The Services may be unavailable for scheduled maintenance, emergency maintenance, telecommunications or carrier issues, internet outages, third-party platform failures, force-majeure events, or Customer systems. Neurality may change phone numbers, carriers, routing, or third-party providers where reasonably necessary to maintain the Services.
14.4 Business Continuity. Customer must maintain reasonable backup procedures, human staffing, and alternate methods for patient contact and scheduling. Customer must not rely on the Services as the sole system of record or sole channel for time-sensitive communications.
15.1 Mutual Authority. Each party represents that it has the legal power and authority to enter into the Agreement.
15.2 Neurality Limited Warranty. Neurality warrants that, during a paid subscription term, the Services will perform in all material respects in accordance with the applicable Documentation and that professional services will be performed in a professional and workmanlike manner. Customer's exclusive remedy for breach is for Neurality to reperform or correct the affected Service; if Neurality cannot do so within a reasonable period, Customer may terminate the affected Order Form and receive a prorated refund of prepaid fees for the unused portion of the terminated Service.
15.3 Customer Warranties. Customer represents and warrants that: (a) it and its Authorized Users will comply with the Agreement and applicable law; (b) Customer has the rights and permissions described in Sections 7, 8, and 9; (c) Customer materials and instructions are accurate, lawful, and do not infringe third-party rights; and (d) Customer will maintain appropriate human oversight.
Disclaimer of warranties
EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES, AI OUTPUT, BETA FEATURES, THIRD-PARTY PRODUCTS, AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEURALITY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEURALITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR SUITABLE FOR ANY CLINICAL, REGULATORY, BILLING, REVENUE, OR PATIENT-OUTCOME PURPOSE. NEURALITY DOES NOT GUARANTEE APPOINTMENT AVAILABILITY, INSURANCE ELIGIBILITY OR PAYMENT, COLLECTION RESULTS, COST SAVINGS, REVENUE, OR ANY PARTICULAR BUSINESS OR HEALTH OUTCOME.
16.1 Customer Indemnity. Customer will defend Neurality, its affiliates, and their officers, directors, employees, and agents against any third-party claim, investigation, or proceeding, and indemnify them against resulting damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys' fees, arising from or relating to: (a) Customer Data, materials, instructions, or scripts; (b) Customer's healthcare, clinical, billing, collection, marketing, or professional services; (c) Customer's violation of Sections 5 through 9 or 12; (d) alleged failure to obtain or honor consent, privacy rights, recording notice, AI disclosure, opt-outs, or communication preferences; or (e) use of the Services in violation of law or the Agreement.
16.2 Neurality IP Indemnity. Neurality will defend Customer against a third-party claim that Customer's authorized use of the unmodified paid Services infringes a U.S. patent, copyright, or trademark, and will indemnify Customer against damages and reasonable attorneys' fees finally awarded or agreed in settlement. Neurality has no obligation for claims arising from Customer Data, Customer instructions, third-party products, combinations not supplied by Neurality, unauthorized modifications or use, continued use after notice, or use outside the Documentation.
16.3 IP Remedies. If the Services are or may be subject to an infringement claim, Neurality may: (a) procure the right for Customer to continue using them; (b) modify or replace them with materially equivalent functionality; or (c) terminate the affected Service and refund prepaid fees for the unused portion of the terminated subscription. This section states Customer's exclusive remedy for intellectual-property infringement claims.
16.4 Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defense and settlement. Failure to give prompt notice relieves obligations only to the extent of material prejudice. The indemnifying party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified party without written consent, not to be unreasonably withheld.
Limitation of damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR CLINICAL, PATIENT-CARE, COVERAGE, OR PAYMENT DECISIONS, EVEN IF ADVISED OF THE POSSIBILITY. THESE EXCLUSIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY.
17.1 General Cap. Except for Excluded Claims and claims subject to Section 17.2, each party's aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer under the affected Order Form during the 12 months immediately preceding the event giving rise to liability.
17.2 Enhanced Cap. Each party's aggregate liability for breach of confidentiality obligations, data-security obligations, or an applicable DPA or BAA will not exceed two times the amount described in Section 17.1.
17.3 Excluded Claims. "Excluded Claims" means: (a) Customer's payment obligations; (b) a party's fraud, willful misconduct, or gross negligence; (c) Customer's infringement or misappropriation of Neurality's intellectual-property rights; (d) Customer's unlawful communications, recording, or use of the Services; and (e) liability that cannot legally be limited. Indemnification obligations are subject to the applicable cap unless expressly included as an Excluded Claim in an Order Form.
17.4 Allocation of Risk. The fees reflect this allocation of risk, and the limitations apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain exclusions or limitations, so they apply only to the extent permitted by law.
18.1 Term. These Terms begin when Customer first accepts or uses the Services and continue while Customer uses the Services or has an active Order Form. Each Order Form continues for its stated term.
18.2 Suspension. Neurality may suspend access to a particular workflow immediately if reasonably necessary to: (a) prevent or address a security incident, fraud, unlawful communication, patient-safety risk, or material harm; (b) comply with law or a provider requirement; (c) respond to a material breach; (d) address overdue undisputed fees; or (e) protect the Services or other customers. Neurality will provide notice when practicable and restore access after the issue is resolved.
18.3 Termination for Cause. Either party may terminate an affected Order Form if the other materially breaches the Agreement and fails to cure within 30 days after written notice, or within 10 days for nonpayment. Either party may terminate immediately if the other becomes insolvent, ceases business, or enters bankruptcy or similar proceedings not dismissed within 60 days.
18.4 Effect of Termination. Upon expiration or termination, Customer's right to use the affected Services ends, Customer will pay accrued fees, and each party will return or destroy Confidential Information as required by the Agreement. Neurality will provide data export and deletion as stated in Section 8.7 and the BAA. Termination does not affect rights or liabilities accrued before termination.
18.5 Survival. Sections that by their nature should survive will survive, including Sections 6 through 12 and 15 through 23, together with payment obligations and any provisions identified in a BAA or DPA.
Neither party may use the other party's name, logo, trademarks, patient stories, recordings, or endorsements in publicity without prior written consent, except that Neurality may identify Customer as a customer if an Order Form expressly permits it. Any approved use must follow the owner's brand guidelines and may be revoked for future use on reasonable notice.
20.1 Good-Faith Resolution. Before filing a lawsuit, a party will provide written notice describing the dispute and the requested resolution. Business representatives with authority to settle will attempt in good faith to resolve the dispute for at least 30 days, except for claims requiring immediate injunctive relief or involving security, confidentiality, intellectual property, or nonpayment.
20.2 Governing Law. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20.3 Venue. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over disputes arising from the Agreement, and each party consents to personal jurisdiction and venue there. Either party may seek temporary or injunctive relief in any court of competent jurisdiction to protect confidential information, intellectual property, security, or safety.
20.4 Government Customers. If Customer is a U.S. federal, state, or local government entity, mandatory government-law provisions apply only to the extent required by law and will be addressed in the applicable Order Form.
21.1 Notices. Legal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of receipt. Notices to Neurality must be sent to founders@neuralityhealth.ai. Notices to Customer may be sent to the administrative or billing contact in the account or Order Form. Operational notices may be provided through the Services or ordinary email.
21.2 Assignment. Neither party may assign the Agreement without the other's written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee is not a direct competitor of the non-assigning party and agrees in writing to be bound. Any prohibited assignment is void.
21.3 Independent Contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, employment, provider-patient, or franchise relationship. Neither party may bind the other except as expressly authorized.
21.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, labor disputes, war, terrorism, civil unrest, government action, internet or telecommunications failures, carrier outages, cloud-provider failures, or widespread cyberattacks. This section does not excuse payment obligations for Services already provided.
21.5 Export and Sanctions. Customer will not access or use the Services in violation of export-control or sanctions laws, or for prohibited end users, countries, or activities. Customer represents that it is not on a restricted-party list and is not located in a comprehensively sanctioned jurisdiction, except as authorized by law.
21.6 No Third-Party Beneficiaries. The Agreement is for the benefit of the parties and their permitted successors and assigns. Patients, callers, Authorized Users, carriers, and subprocessors are not third-party beneficiaries unless an applicable BAA or DPA expressly states otherwise.
21.7 Waiver and Severability. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
21.8 Entire Agreement; Purchase Orders. The Agreement is the entire agreement regarding its subject matter and supersedes prior or contemporaneous proposals, statements, and agreements. Terms in a Customer purchase order, vendor portal, or similar document do not modify the Agreement unless expressly accepted in a writing signed by Neurality.
21.9 Interpretation. Headings are for convenience. "Including" means "including without limitation." References to laws include amendments and successor provisions. The Agreement will not be construed against either party as drafter. Electronic signatures and records are binding.
Neurality may update these Terms from time to time. For website, demo, and free users, updated Terms become effective when posted or on the date stated. For an active paid Order Form, a material update will generally apply at the next renewal unless: (a) the parties agree earlier; (b) the change is required by law, a regulator, a carrier, or a critical provider; or (c) the change is necessary to address a security, safety, or abuse risk. Neurality will provide reasonable notice of material changes to the extent permitted by law. Continued use after the effective date constitutes acceptance to the extent permitted by law.
Questions about these Terms or legal notices should be directed to: