Neyton Terms and Conditions

Last updated: August 27, 2026

Effective date: August 27, 2026

These Terms and Conditions (the "Terms") are a binding agreement between Neyton LLC, a New Jersey limited liability company ("Neyton," "we," "us," or "our"), and the entity or person that accepts these Terms or accesses or uses the Services ("Customer," "you," or "your").

By clicking "I agree" (or a similar control), signing an order form or order that references these Terms, or accessing or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity. If you do not have such authority, or you do not agree, do not access or use the Services.

The Services are for business use. They are not directed to consumers acting for personal, family, or household purposes.

1. Definitions

"Services" means Neyton's software-as-a-service platform, hosted applications, AI agent and workflow features, application programming interfaces ("APIs"), software development kits, and related documentation and support that Neyton makes available under these Terms.
"Order" means an order form, online checkout, subscription selection, or other ordering document that references these Terms and specifies the Services, plan, fees, and subscription term.
"Customer" is defined above.
"Authorized User" means an employee, contractor, or agent of Customer whom Customer permits to access the Services on Customer's behalf using login credentials issued to or created for Customer.
"End User" means an individual or entity to whom Customer makes the Services (or functionality built on the Services) available, directly or indirectly, other than as an Authorized User.
"Input" means text, files, documents, prompts, data, instructions, and other content that Customer, an Authorized User, or an End User submits to the Services.
"Output" means content that the Services generate or return in response to Input, including responses, summaries, classifications, actions, and artifacts produced by AI models or agents.
"Customer Data" means Input and Output, together with account and configuration data that Customer, its Authorized Users, or its End Users provide to or generate through the Services. Customer Data does not include Usage Data.
"Usage Data" means technical and operational data about the configuration, performance, and use of the Services, collected or generated by Neyton, in a form that does not directly identify Customer, any Authorized User, or any End User.
"Third-Party Providers" means third parties whose products or services are used to provide the Services, including AI model providers and cloud infrastructure providers.

2. The Services

2.1 Access

Subject to these Terms and payment of applicable fees, Neyton grants Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for Customer's internal business purposes and, where the applicable plan permits, to make the Services available to End Users.

2.2 Accounts and credentials

Customer must provide accurate registration information and keep it current. Customer is responsible for all activity that occurs under its account and credentials, including activity by Authorized Users and End Users, and for maintaining the confidentiality of API keys and login credentials. Customer must notify us promptly at legal@neyton.ai of any known or suspected unauthorized use.

2.3 API use

Customer may access the Services through the APIs subject to any rate limits, quotas, and technical documentation we publish. We may set or adjust rate limits and may throttle, suspend, or block API calls that we reasonably believe threaten the security, integrity, or availability of the Services.

2.4 Changes to the Services

We may modify, add, or discontinue features of the Services from time to time. We will not materially decrease the core functionality of a paid subscription during its then-current term without providing a comparable alternative or a pro-rata refund of prepaid, unused fees for the discontinued functionality.

2.5 Beta and free access

We may offer features, plans, or the Services as a whole on a free, trial, evaluation, or "beta" basis. Such access is provided "AS IS," may be changed or withdrawn at any time, and is subject to Section 12 (Disclaimers) and Section 13 (Limitation of Liability) without regard to any fees.

3. Customer Responsibilities and End Users (B2B2C)

3.1 Flow-down to Authorized Users and End Users

Customer is responsible for the acts and omissions of its Authorized Users and End Users in connection with the Services as if they were Customer's own. Before permitting any End User to access the Services or functionality built on them, Customer must have a binding agreement with that End User that is at least as protective of Neyton as these Terms, including the Acceptable Use restrictions in Section 4, the AI disclaimers in Section 6, and disclaimers and liability limitations at least as protective as Sections 12 and 13.

3.2 Customer as controller of its relationships

Customer is solely responsible for its relationship with its End Users, including pricing, support, billing, notices, consents, and dispute resolution between Customer and its End Users. Neyton has no direct obligations to End Users and is not a party to any agreement between Customer and an End User.

3.3 Legal basis and notices

Customer represents that it has provided all notices and obtained all consents, permissions, and rights necessary for Neyton and its Third-Party Providers to receive, process, and generate Customer Data as contemplated by these Terms, including from Authorized Users and End Users.

3.4 Compliance

Customer will use the Services in compliance with all applicable laws and will not use the Services in a way that would cause Neyton to violate any law or the terms of any Third-Party Provider.

4. Acceptable Use

Customer will not, and will not permit any Authorized User, End User, or other third party to:

use the Services in violation of applicable law or third-party rights, or to transmit unlawful, infringing, defamatory, or obscene content;
upload or submit Input that contains malware or that Customer does not have the right to submit;
use the Services to generate or distribute content that is intended to harass, threaten, or harm others, that facilitates fraud or deception, or that constitutes unlawful discrimination;
use Output as a substitute for professional advice (including legal, medical, financial, or safety-of-life decisions) without qualified human review;
attempt to gain unauthorized access to the Services or their underlying systems, or circumvent or disable any security, authentication, rate-limiting, usage-metering, or access-control feature;
reverse engineer, decompile, or disassemble the Services, or attempt to derive source code or underlying models, except to the extent this restriction is unenforceable under applicable law;
use the Services to build or train a competing product or service, or to benchmark the Services for such purpose;
resell, sublicense, time-share, or provide the Services to third parties except as expressly permitted by the applicable plan (making the Services available to End Users as described in Section 3);
use the Services to develop, operate, or support any application in a high-risk field (such as the operation of nuclear facilities, aircraft navigation, life support, or weapons systems) where failure could lead to death, personal injury, or severe physical or environmental damage; or
use automated means to access the Services other than through the APIs, or exceed applicable quotas or rate limits.

We may investigate suspected violations and may remove or disable Input or Output, or suspend access, as described in Section 10.4.

5. Customer Data

5.1 Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data, including Input and, to the extent permitted by applicable law and by Third-Party Providers, Output. Neyton claims no ownership of Customer Data.

5.2 License to operate the Services

Customer grants Neyton a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely to: (a) provide, maintain, and secure the Services; (b) prevent or address technical or security issues and enforce these Terms; (c) provide support requested by Customer; and (d) comply with law. This license includes the right to route Customer Data to Third-Party Providers as necessary to provide the Services.

5.3 Model training

Neyton will not use Input to train or fine-tune foundation models for use outside of providing the Services to Customer. Neyton may use Usage Data, and Customer Data in aggregated and de-identified form that cannot reasonably be used to identify Customer, any Authorized User, or any End User, to operate, secure, analyze, and improve the Services. Neyton will contractually direct its Third-Party Providers not to use Input to train their models other than as needed to provide the Services; the current list of Third-Party Providers and their applicable terms is available on request at legal@neyton.ai.

5.4 Aggregated and Usage Data

Neyton owns Usage Data and aggregated/de-identified data derived from use of the Services and may use it for any lawful business purpose.

5.5 Security

Neyton will maintain administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data that are consistent with industry standards for services of this type.

5.6 Privacy and data processing

Neyton's handling of personal information is described in the Privacy Policy at https://neyton.ai/docs/privacy. Where Neyton processes personal information on Customer's behalf, the Data Processing Addendum (available on request at legal@neyton.ai) applies and is incorporated by reference.

5.7 Deletion and export

During the subscription term, Customer may access and export Customer Data through the Services' features. Following termination, Neyton will make Customer Data available for export for 30 days and will then delete Customer Data within 60 days, except for copies retained in routine backups (deleted on a rolling basis) or as required by law.

6. Artificial Intelligence — Nature and Limits of Output

6.1 Probabilistic technology

The Services use machine-learning models and autonomous "agent" workflows. Output is generated probabilistically and may be inaccurate, incomplete, offensive, out of date, or otherwise inappropriate, and may not reflect Neyton's views. Output may not be unique: the Services may generate the same or similar Output for other customers.

6.2 Human review and responsibility

Customer is responsible for evaluating Output for accuracy and appropriateness for its use case, including by human review where appropriate, and for any decisions, actions, or communications it (or its Authorized Users or End Users) make based on Output. Customer must not present Output as solely human-generated where doing so would be deceptive or unlawful, and must comply with applicable AI-disclosure laws.

6.3 Agent actions

Where Customer configures the Services to take automated actions (for example, calling external tools, sending messages, or writing to third-party systems), Customer is responsible for the scope of permissions it grants, for testing those configurations, and for the consequences of actions taken within the permissions Customer grants. Neyton is not responsible for actions taken by an agent within Customer-configured permissions.

6.4 No professional advice

Output is not legal, medical, financial, tax, or other professional advice.

6.5 Third-Party Providers

Some Output is produced using Third-Party Providers' models. Customer's use of such Output is also subject to those providers' acceptable-use and usage policies, and Neyton is not liable for Third-Party Providers' acts, omissions, or model behavior.

7. Fees and Payment

7.1 Fees

The Services may be offered at no charge initially. When Customer subscribes to a paid plan, Customer will pay the fees stated in the applicable Order. Except as expressly stated in these Terms, fees are non-refundable and payment obligations are non-cancelable.

7.2 Billing and auto-renewal

Unless an Order states otherwise, subscription fees are billed in advance on the interval stated in the Order, and each subscription term renews automatically for successive terms of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Usage-based charges (including API usage above included quotas) are billed in arrears.

7.3 Payment method and late payment

Customer authorizes Neyton (or its payment processor) to charge Customer's designated payment method for all fees. Undisputed amounts not paid when due may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and Neyton may suspend the Services for non-payment after 10 days' written notice.

7.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, and similar taxes, excluding taxes on Neyton's net income.

7.5 Price changes

Neyton may change fees effective as of the start of the next subscription term by giving notice at least 30 days before the current term ends.

8. Intellectual Property

8.1 Neyton IP

Neyton and its licensors own all right, title, and interest in and to the Services, including all software, models, user interfaces, documentation, and the underlying technology, and all intellectual property rights in them. Except for the rights expressly granted in these Terms, no rights are granted to Customer.

8.2 Feedback

If Customer provides suggestions or feedback about the Services, Customer grants Neyton a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it into the Services without restriction or obligation.

8.3 Publicity

Neither party will use the other's name or marks without prior written consent, except that Neyton may identify Customer as a customer (name and logo) on its website and in sales materials unless Customer opts out by notice to legal@neyton.ai.

9. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential, including the Services' non-public features and pricing (Neyton) and Customer Data (Customer). The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need to know and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without a duty of confidentiality, is independently developed, or is rightfully received from a third party. The receiving party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.

10. Term, Termination, and Suspension

10.1 Term

These Terms start on the effective date and continue while Customer has an active account or subscription.

10.2 Termination for convenience

Customer may stop using the Services and close its account at any time. Termination does not entitle Customer to a refund of prepaid fees except as expressly stated in these Terms.

10.3 Termination for cause

Either party may terminate these Terms (and all Orders) if the other party materially breaches these Terms and does not cure the breach within 30 days after written notice, or immediately if cure is not possible.

10.4 Suspension

Neyton may suspend Customer's or any Authorized User's or End User's access, in whole or in part, without liability if Neyton reasonably believes: (a) there is a threat to the security, integrity, or availability of the Services; (b) Customer's use violates Section 4 or exposes Neyton to legal liability or violation of a Third-Party Provider's terms; or (c) fees are overdue as described in Section 7.3. Neyton will use reasonable efforts to give advance notice and to limit the suspension to the affected portion, and will restore access when the cause is resolved.

10.5 Effect of termination

On termination or expiration: (a) all licenses and access rights end; (b) Customer remains liable for fees accrued before the effective date of termination; and (c) Customer Data is handled as described in Section 5.7.

10.6 Survival

Sections 1, 4 (with respect to prior use), 5.3–5.4, 6, 7 (for accrued amounts), 8, 9, 10.5–10.6, and 11–15 survive termination.

11. Warranties and Disclaimer of Warranties

11.1 Mutual

Each party represents that it has the authority to enter into these Terms.

11.2 By Customer

Customer represents and warrants that it has all rights, consents, and authority necessary for Neyton to process Customer Data as contemplated by these Terms, and that Customer's, its Authorized Users', and its End Users' use of the Services will comply with these Terms and applicable law.

11.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, INCLUDING ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEYTON AND ITS LICENSORS AND THIRD-PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEYTON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUT WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR ANY PURPOSE.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 EXCEPT FOR (a) CUSTOMER'S PAYMENT OBLIGATIONS, (b) CUSTOMER'S BREACH OF SECTION 4 (ACCEPTABLE USE) OR SECTION 8 (INTELLECTUAL PROPERTY), AND (c) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (ii) USD $100.

12.3 THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO CUSTOMER.

13. Indemnification

13.1 By Customer

Customer will defend, indemnify, and hold harmless Neyton and its officers, directors, employees, and agents from and against any third-party claim, and any resulting damages, liabilities, settlements, and reasonable attorneys' fees, arising out of or relating to: (a) Customer Data, including Input and Output and their use or distribution by Customer, its Authorized Users, or its End Users; (b) Customer's, its Authorized Users', or its End Users' use of the Services in violation of these Terms or applicable law; (c) any claim by an End User arising from Customer's product or service or from Customer's relationship with that End User; or (d) Customer's breach of Section 3 or Section 4.

13.2 By Neyton

Neyton will defend Customer against any third-party claim alleging that the Services, as provided by Neyton and used in accordance with these Terms, infringe that third party's U.S. intellectual property right, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded against Customer or agreed in settlement for such claim. Neyton has no obligation for any claim arising from: (i) Input or Output; (ii) use of the Services in combination with items not provided by Neyton; (iii) modifications not made by Neyton; (iv) use after notice to discontinue; or (v) beta or free-of-charge Services. If the Services become, or Neyton believes they may become, subject to such a claim, Neyton may at its option procure the right for Customer to continue using the Services, modify or replace them to make them non-infringing, or terminate the affected subscription and refund prepaid, unused fees. This Section 13.2 states Neyton's entire liability and Customer's exclusive remedy for intellectual property infringement by the Services.

13.3 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided any settlement that imposes a non-monetary obligation on the indemnified party requires its consent), and provide reasonable cooperation.

14. Governing Law and Disputes

14.1 Governing law

These Terms are governed by the laws of the State of New Jersey, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

14.2 Venue

The state and federal courts of the State of New Jersey have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

14.3 Jury trial waiver

To the extent permitted by law, each party waives any right to a trial by jury in any proceeding arising out of or relating to these Terms.

14.4 Injunctive relief

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.5 Time limit

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim accrues, except for claims for non-payment.

15. General

15.1 Changes to these Terms

Neyton may update these Terms from time to time. For material changes, Neyton will provide notice by email to the account's administrative contact or through the Services at least 30 days before the changes take effect. Changes apply prospectively; if Customer objects to a material change, Customer's exclusive remedy is to stop using the Services and terminate before the change takes effect. Continued use after the effective date constitutes acceptance.

15.2 Notices

Legal notices to Neyton must be sent to legal@neyton.ai. Notices to Customer may be sent to the email associated with Customer's account. Notices are deemed given when sent.

15.3 Assignment

Customer may not assign these Terms without Neyton's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets that is not a competitor of Neyton. Neyton may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Any other attempted assignment is void.

15.4 Subcontractors and Third-Party Providers

Neyton may use affiliates and Third-Party Providers to help provide the Services and remains responsible for their performance under these Terms.

15.5 Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, and acts of government.

15.6 Independent contractors

The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

15.7 No third-party beneficiaries

These Terms do not confer any rights on any third party, including Authorized Users and End Users.

15.8 Export and sanctions compliance

Customer represents that it is not located in, and will not use the Services in or for the benefit of, any country or party subject to U.S. embargoes or sanctions, and that it will comply with applicable export-control and sanctions laws.

15.9 U.S. government users

The Services are "commercial products" and "commercial computer software" as defined in applicable Federal Acquisition Regulation and Defense FAR Supplement provisions. Government users receive only the rights in these Terms.

15.10 Entire agreement; order of precedence

These Terms, together with any Orders, the Privacy Policy, and the Data Processing Addendum, are the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject. In the event of a conflict, an Order controls over these Terms for the Services covered by that Order, and these Terms control over the Privacy Policy except as to the processing of personal information.

15.11 Severability; waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary and the rest of these Terms remain in effect. A party's failure to enforce a provision is not a waiver.

15.12 Conflicting terms

Any terms Customer includes in a purchase order or other business form are void and have no effect.

16. Contact

Neyton LLC Email: legal@neyton.ai