Terms and Conditions

Last Updated: September 2026

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Nealite ("Company," "we," "us," or "our") governing your access to and use of the website located at nealite.xyz, together with all associated software, applications, application programming interfaces, content, features, and services (collectively, the "Service"). The Service is a software-as-a-service offering made available to business and individual users located in the United States.

Please read these Terms carefully before using the Service. They contain important provisions, including a binding arbitration agreement, a class action waiver, a jury trial waiver, warranty disclaimers, and significant limitations of liability that affect your legal rights.

1. Acceptance of Terms

By accessing, browsing, registering for, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy (available at privacy-notice.php), and our Cookie Policy (available at cookies_terms.php), each of which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you must immediately discontinue all use of the Service.

You represent and warrant that you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction of residence, and that you possess the legal authority to enter into these Terms. Where you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity, and "you" shall refer to that entity. The Service is not directed to children under thirteen (13), and we do not knowingly permit their use of the Service, consistent with the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501-6506 (COPPA), and the COPPA Rule as amended effective June 2025 (16 C.F.R. Part 312, 2025 amendments).

Your electronic acceptance, including any click-through, checkbox, or continued use of the Service, constitutes your signature and is valid and enforceable under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and applicable state law. Any conflicting or additional terms contained in your purchase order, vendor portal, or similar document are expressly rejected and shall be of no force or effect unless accepted by us in a writing signed by an authorized officer.

In the event of a conflict between these Terms and any separately executed written agreement between you and Nealite, the separately executed agreement shall control solely with respect to the subject matter it governs.

2. Use of Service

2.1 Limited License

Subject to your continuous compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business or personal purposes during the applicable subscription term. All rights not expressly granted are reserved by Nealite.

2.2 Accounts and Credentials

Certain features require registration. You agree to provide accurate, current, and complete information and to update it promptly. You are solely responsible for maintaining the confidentiality of your login credentials and API keys, for all activity occurring under your account, and for immediately notifying us at [email protected] of any unauthorized access or suspected security breach. We are not liable for any loss arising from your failure to safeguard your credentials.

2.3 Subscriptions, Fees, and Automatic Renewal

Paid plans are billed in advance on a recurring basis (monthly or annual, as selected). By enrolling in a paid subscription, you authorize us or our payment processor to charge your designated payment method automatically at the start of each billing period at the then-current rate, and you acknowledge that your subscription will renew automatically until cancelled. We will disclose the material terms of the offer, obtain your express informed consent to the recurring charge, and provide a simple mechanism to stop recurring charges, consistent with the Restore Online Shoppers' Confidence Act, 15 U.S.C. §§ 8401-8405 (ROSCA).

You may cancel at any time through your account settings or by contacting [email protected]. Cancellation takes effect at the end of the then-current billing period. Except as expressly stated or as required by applicable law, all fees are non-refundable, and amounts already paid are non-creditable. We may change fees upon at least thirty (30) days' advance notice, and continued use after the effective date constitutes acceptance of the new fees.

2.4 Service Availability and Modifications

We will use commercially reasonable efforts to maintain Service availability but do not guarantee uninterrupted, error-free, or secure operation. We may perform scheduled or emergency maintenance, modify features, or discontinue portions of the Service. Any service level commitments apply only if set forth in a separate written service level agreement signed by Nealite.

3. User Obligations

You agree to use the Service only for lawful purposes and in accordance with all applicable federal, state, and local laws and regulations, including the Federal Trade Commission Act, 15 U.S.C. § 45 (FTC Act), which prohibits unfair or deceptive acts or practices, and applicable state consumer protection and comprehensive privacy statutes, including the California Consumer Privacy Act as amended by the CPRA (Cal. Civ. Code § 1798.100 et seq.), the Virginia Consumer Data Protection Act (Va. Code § 59.1-575 et seq.), the Colorado Privacy Act (C.R.S. § 6-1-1300 et seq.), the Connecticut Data Privacy Act (Conn. Gen. Stat. § 42-515 et seq.), the Utah Consumer Privacy Act (Utah Code § 13-11-101 et seq.), and comparable state comprehensive privacy laws (TX, OR, MT, FL, TN, and others).

Without limiting the foregoing, you shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code, model weights, or underlying algorithms of the Service, except to the extent such restriction is prohibited by law;
• Scrape, crawl, harvest, or systematically extract data from the Service, or use automated means to access it other than through documented interfaces;
• Use the Service to transmit malware, conduct phishing, spam, denial-of-service attacks, or any fraudulent, abusive, or deceptive activity;
• Infringe, misappropriate, or violate the intellectual property, privacy, publicity, or contractual rights of any third party;
• Upload or process personal information subject to the Health Insurance Portability and Accountability Act (HIPAA) or the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801-6809 (GLBA), unless a separate written business associate agreement or other required agreement is in place;
• Circumvent usage limits, access controls, security measures, or authentication mechanisms, or resell, sublicense, or provide service bureau access to the Service without our prior written consent;
• Use the Service to develop or train a competing product or model; or
• Use the Service in any manner that could damage, disable, overburden, or impair its operation.

You are solely responsible for all data, text, files, images, prompts, and other materials you submit to or generate through the Service ("User Content"), and you represent that you have all rights and consents necessary to submit it. You must promptly report any violation of these Terms or any security vulnerability to [email protected].

We reserve the right, but assume no obligation, to monitor use of the Service, investigate suspected violations, and suspend or terminate access as described in Section 10. Suspension or removal of content is not an admission of liability or a waiver of any rights.

4. Intellectual Property Rights

The Service, including all software, source code, architecture, user interfaces, designs, text, graphics, logos, trademarks, service marks, and documentation, is owned by Nealite or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Except for the limited license expressly granted in Section 2.1, no right, title, or interest in the Service is transferred to you, and no license is granted by implication, estoppel, or otherwise.

You retain all right, title, and interest in your User Content. You hereby grant Nealite a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, process, transmit, display, and create derivative works of your User Content solely as necessary to provide, secure, maintain, and improve the Service, to comply with law, and to enforce these Terms. This license terminates when your User Content is deleted from the Service, except for residual copies in backups, archival systems, or as required by law.

Any suggestions, ideas, feedback, or feature requests you provide may be used by us without restriction, attribution, or compensation, and you waive any moral or proprietary claims therein.

We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512. Notices must be sent to Nealite at 415 Mission Street, San Francisco, CA 94105, United States or [email protected] and must substantially comply with statutory requirements. We may remove or disable access to allegedly infringing material and terminate repeat infringers' accounts.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Nealite AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, STATUTE, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO Nealite FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

These limitations reflect a reasonable allocation of risk and are a fundamental basis of the bargain between the parties. They apply regardless of whether any limited remedy is found to have failed its essential purpose.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for gross negligence, willful misconduct, fraud, or any statutory liability that applicable state law prohibits from being waived. Some jurisdictions, such as those restricting limitations on incidental or consequential damages or on consumer rights, may not allow certain limitations, in which case such limitations apply to the fullest extent permitted.

6. Disclaimers

THE SERVICE IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Nealite DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. Where the Uniform Commercial Code (UCC) Article 2 as adopted by the states applies to any transaction hereunder, the warranty disclaimers in this Section are intended to satisfy UCC § 2-316 and equivalent state provisions.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Service or its servers are free of viruses or other harmful components; or that any output, recommendation, model result, or data provided through the Service will be accurate, complete, reliable, or suitable for any particular purpose. Any reliance on the Service is at your sole risk.

The Service may include third-party content, integrations, links, or data. We do not control and are not responsible for third-party services, and your use of them is governed by their own terms. We are not engaged in rendering legal, medical, financial, accounting, or other professional advice, and nothing in the Service constitutes such advice.

We are not liable for any failure or delay resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, cyberattacks, or third-party service outages. Certain transactions may be governed by the Uniform Computer Information Transactions Act (UCITA, adopted only in Maryland, Virginia, and Louisiana); to the extent UCITA applies and is mandatory, it governs solely to the extent required.

7. Indemnification

You agree to defend, indemnify, and hold harmless Nealite and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content; (c) your breach or alleged breach of these Terms or any representation or warranty herein; (d) your violation of any applicable law or the rights of any third party; or (e) any dispute between you and another user or third party.

We will provide prompt written notice of any claim subject to indemnification. Your failure to receive prompt notice relieves you of your obligations only to the extent you are materially prejudiced thereby. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with our defense.

You shall not settle, compromise, or consent to the entry of any judgment in any such claim in a manner that imposes any obligation, admission of fault, or liability on Nealite without our prior written consent. This indemnification obligation is independent of, and in addition to, any other obligation set forth in these Terms, and shall survive termination.

8. Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to them or the Service shall be governed by and construed in accordance with the laws of the State in which Nealite maintains its principal place of business (as reflected in the address at 415 Mission Street, San Francisco, CA 94105, United States), without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 9, the state and federal courts located in that state shall have exclusive jurisdiction and venue over any action not subject to arbitration, and each party irrevocably consents to personal jurisdiction therein and waives any objection based on forum non conveniens.

Where goods are sold hereunder, the UCC Article 2 as adopted by the states, together with any applicable state enactment of the Uniform Electronic Transactions Act, shall govern the sale of goods and related warranty and remedy provisions to the extent applicable and not inconsistent with these Terms.

The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of Section 9, and the remainder of these Terms shall be governed by the law specified above.

9. Dispute Resolution

9.1 Informal Resolution

Before initiating arbitration, you and Nealite agree to attempt to resolve any dispute informally for at least thirty (30) days. A party initiating a dispute must send written notice to the other, including a description of the dispute and the relief sought. Notice to us must be sent to [email protected] or 415 Mission Street, San Francisco, CA 94105, United States. Notice to you may be sent to the email address associated with your account.

9.2 Binding Arbitration

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable, before a single arbitrator. The arbitration shall be conducted in the state of our principal place of business, or, at your election if you are an individual consumer, in your county of residence. The arbitrator shall have exclusive authority to resolve any dispute regarding the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court shall determine the enforceability of the class action waiver in Section 9.3.

9.3 Class Action and Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Nealite EACH AGREE THAT ANY PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND Nealite EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION. The arbitrator may award relief only on an individual basis and only to the extent necessary to resolve your individual claim.

9.4 Exceptions and Opt-Out

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. Either party may bring an individual action in small claims court if the claim qualifies. You may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days after you first accept these Terms, stating your name, account email, and a clear statement of your intent to opt out. Opting out will not affect any other provision of these Terms.

Any claim must be filed within one (1) year after the claim arises, to the extent permitted by law. If any portion of this Section 9 is found unenforceable, that portion shall be severed and the remainder shall be enforced, except that if the class action waiver is found unenforceable, this entire Section 9 shall be void as to the affected claim.

10. Termination

These Terms remain in effect for as long as you access or use the Service. You may terminate these Terms at any time by ceasing all use and cancelling any active subscription. We may suspend or terminate your access, in whole or in part, immediately and without notice, if we reasonably believe you have violated these Terms, pose a security or legal risk, fail to pay applicable fees, or if required by law.

Upon termination, your license and right to access the Service cease immediately, and you must cease all use. If you terminate for convenience, prepaid fees are non-refundable except as required by law. If we terminate for your material breach, all outstanding amounts become immediately due.

We may, but are not obligated to, make your data available for export for up to thirty (30) days following termination, after which we may delete or anonymize it in accordance with our Privacy Policy and applicable law. You are responsible for exporting your data before termination.

The following provisions survive termination: Section 3 (User Obligations, as to accrued obligations), Section 4 (Intellectual Property Rights), Section 5 (Limitation of Liability), Section 6 (Disclaimers), Section 7 (Indemnification), Section 8 (Governing Law), Section 9 (Dispute Resolution), this Section 10, and Section 12 (Contact Information), together with any other provision that by its nature should survive.

11. Changes to Terms

We may modify these Terms from time to time. When we do, we will update the "Last Updated" date above and, for material changes, provide notice by email to the address associated with your account, by an in-Service notification, or by posting a prominent notice on the website. We will not make material changes in a manner that constitutes an unfair or deceptive practice under the Federal Trade Commission Act, 15 U.S.C. § 45.

Material changes will become effective no earlier than thirty (30) days after notice, unless a shorter period is required by law or the change is made to comply with legal requirements or for security reasons. Your continued use of the Service after the effective date constitutes your acceptance of the revised Terms.

If you do not agree to the revised Terms, you must stop using the Service and may cancel your subscription before the effective date. Changes will apply prospectively only and will not retroactively alter the resolution of any dispute of which we had notice before the change.

11.1 General Provisions

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Nealite regarding the Service and supersede all prior agreements and understandings. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them without restriction. There are no third-party beneficiaries. Headings are for convenience only.

12. Contact Information

If you have questions, concerns, or complaints about these Terms or the Service, or if you wish to provide legal notice, please contact us using the details below. Notices to Nealite are effective upon actual receipt.

• Company: Nealite
• Email: [email protected]
• Phone: +18281066554
• Address: 415 Mission Street, San Francisco, CA 94105, United States

For privacy-related requests, including those submitted pursuant to the California Consumer Privacy Act as amended by the CPRA (Cal. Civ. Code § 1798.100 et seq.) and other state comprehensive privacy laws, please refer to our Privacy Policy at privacy-notice.php. For questions regarding cookies, tracking technologies, and opt-out rights such as "Do Not Sell or Share My Personal Information" and Global Privacy Control signals, please refer to our Cookie Policy at cookies_terms.php.

By using the Service, you acknowledge that you have read these Terms and Conditions, understand them, and agree to be bound by them.