Terms of Service

Last Updated: September 2026

These Terms of Service (these "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 nealite.xyz platform, available at nealite.xyz, together with all related software, applications, application programming interfaces, dashboards, documentation, content, and services (collectively, the "Service"). By accessing, registering for, subscribing to, or otherwise using the Service, you represent that you have read, understood, and irrevocably agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must immediately discontinue all use of the Service.

These Terms incorporate by reference our Privacy Policy (privacy-notice.php) and Cookie Policy (cookies_terms.php), each of which forms an integral part of this agreement. In the event of a direct conflict between these Terms and the Privacy Policy regarding the processing of personal information, the Privacy Policy shall control solely with respect to that subject matter.

THE SERVICE IS OFFERED TO BUSINESS AND PROFESSIONAL USERS. YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OF AGE AND LEGALLY COMPETENT TO ENTER INTO BINDING CONTRACTS. Consistent with the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501-6506, and the COPPA Rule as amended effective June 2025 (16 C.F.R. Part 312), the Service is not directed to children under thirteen (13), and we do not knowingly permit them to register.

1. Service Description

nealite.xyz is a cloud-hosted software-as-a-service platform that provides subscription-based access to hosted software functionality, data processing tools, integrations, and related technical support. The specific features, usage tiers, storage allowances, and service levels applicable to your subscription are set forth in the applicable order form, plan description, or administrative console presented at the time of purchase, each of which is incorporated into these Terms by reference.

The Service is delivered on a hosted, multi-tenant basis and is made available over the internet. You acknowledge that the availability, performance, and functionality of the Service depend upon factors partially or wholly outside our control, including your hardware, software, network connectivity, and third-party service providers. We do not warrant that the Service will be uninterrupted, error-free, or accessible from any particular location or device.

We may engage third-party subcontractors, hosting providers, and infrastructure partners to deliver the Service. Certain features may be subject to additional terms, including open-source licenses or third-party terms of service, which shall govern solely with respect to those features. Where a conflict exists between such third-party terms and these Terms, these Terms shall control as between you and us.

To the extent the Service involves the licensing, sale, or delivery of goods or software, the Uniform Commercial Code (UCC) Article 2, as adopted by the applicable state, may apply to the transaction. Where the Uniform Computer Information Transactions Act (UCITA) has been adopted (only in Maryland, Virginia, and Louisiana), its provisions may apply to computer information transactions to the extent required by the law of those jurisdictions. Nothing in these Terms shall be construed to limit any non-waivable right you may have under applicable law.

2. User Accounts

To access most features of the Service, you must create an account. You agree to provide accurate, current, and complete registration information and to promptly update such information to keep it accurate and complete. You may not impersonate any person or entity, misrepresent your affiliation, or use a name or identifier you are not authorized to use.

You are solely responsible for maintaining the confidentiality of your account credentials, API keys, and access tokens, and for all activity that occurs under your account, whether or not authorized by you. You must notify us immediately at [email protected] of any actual or suspected unauthorized access, credential compromise, or security breach. We shall not be liable for any loss or damage arising from your failure to safeguard your credentials.

Where you create accounts for or on behalf of end users, employees, or contractors (each, an "Authorized User"), you represent and warrant that you have obtained all necessary consents and authorizations, and you remain fully responsible for each Authorized User's compliance with these Terms. You may not share account credentials among individuals except as expressly permitted by your subscription tier.

We reserve the right to refuse registration, suspend accounts pending verification, require multi-factor authentication, or implement reasonable identity and fraud-prevention measures. You agree to cooperate with reasonable verification requests and to maintain the security of any administrative controls associated with your account.

3. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms, all applicable federal, state, and local laws, and any documentation we publish. Your use must comply with the Federal Trade Commission Act § 5, 15 U.S.C. § 45, which prohibits unfair or deceptive acts or practices, and with all applicable consumer protection, data privacy, export control, and anti-spam laws.

You are solely responsible for the data, content, and communications you transmit through or store within the Service, including ensuring that you have a lawful basis to process any personal information you upload. If you process personal information subject to 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.), or other state comprehensive privacy laws, you agree to honor all applicable consumer rights requests and to configure the Service in a manner consistent with your legal obligations.

You shall not use the Service in a manner that violates applicable health privacy requirements, including the Health Insurance Portability and Accountability Act (HIPAA) where applicable, or the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801-6809 (GLBA), where you operate as a financial institution, unless a separate written business associate or confidentiality agreement has been executed with us.

We reserve the right, but not the obligation, to monitor usage patterns and content for compliance, security, and operational purposes, and to investigate suspected violations. We may cooperate with law enforcement and regulatory authorities, including pursuant to the SAFE WEB Act as permanently reauthorized in 2015 (15 U.S.C. § 8401 note), to the fullest extent permitted by law.

4. Prohibited Activities

You shall not, and shall not permit any Authorized User or third party to:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying algorithms of the Service, except to the extent such restriction is prohibited by law;
  • Access, probe, scan, or test the vulnerability of the Service, or breach or circumvent any security, authentication, or access-control measure, including in violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030;
  • Use the Service to transmit malware, ransomware, spam, phishing content, or any unlawful, defamatory, obscene, harassing, or infringing material;
  • Resell, sublicense, time-share, or otherwise commercially exploit the Service except as expressly authorized in writing;
  • Use automated means to scrape, harvest, or extract data from the Service, or impose an unreasonable load on our infrastructure;
  • Upload content that infringes any patent, trademark, trade secret, copyright, or other proprietary right, or that violates any third party's privacy or publicity rights;
  • Use the Service to develop or train a competing product or machine-learning model without our prior written consent;
  • Engage in deceptive, fraudulent, or unfair practices, including misrepresenting the nature of goods or services offered to consumers.

Violation of this Section constitutes a material breach of these Terms and may result in immediate suspension or termination of your access, in addition to any other remedies available at law or in equity. We may report unlawful activity to appropriate authorities.

5. Content Ownership

As between you and us, we retain all right, title, and interest in and to the Service, including all software, source code, object code, user interfaces, designs, algorithms, documentation, trademarks, service marks, trade dress, and all associated intellectual property rights. No rights are granted to you except as expressly set forth in these Terms. All rights not expressly granted are reserved.

You retain all right, title, and interest in and to the data, text, files, images, and other materials that you upload, submit, or transmit to the Service ("Customer Data"). We claim no ownership over Customer Data. You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and create derivative works of Customer Data solely as necessary to provide, maintain, secure, and improve the Service and as otherwise described in our Privacy Policy.

You represent and warrant that you own or have obtained all rights, licenses, consents, and permissions necessary to grant the foregoing license and that Customer Data does not infringe or misappropriate any third-party right. You are solely responsible for the accuracy, quality, legality, and integrity of Customer Data.

We may collect and use aggregated, de-identified, or anonymized data derived from your use of the Service for analytics, benchmarking, product improvement, and industry reporting, provided such data does not identify you, your Authorized Users, or any individual.

6. User-Generated Content

The Service may allow you to post, publish, share, or otherwise make available content visible to other users or the public, including comments, profiles, reviews, templates, and collaborative workspace materials ("User-Generated Content"). You are solely responsible for all User-Generated Content you submit and for the consequences of publishing it.

By submitting User-Generated Content, you grant Nealite a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with operating, promoting, and improving the Service. This license terminates when you delete the content or your account, except where retention is required by law or where the content has been incorporated into shared or public areas accessible to others.

You represent and warrant that you own or control all rights to your User-Generated Content and that it complies with these Terms and applicable law. We do not endorse, verify, or assume responsibility for User-Generated Content and reserve the right to remove or refuse to publish any content that we determine, in our sole discretion, violates these Terms or applicable law.

If you believe that content on the Service infringes your copyright, you may submit a written notification to [email protected] in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512. We will respond to valid notices and may terminate the accounts of repeat infringers.

7. Payment Terms

Fees for the Service are set forth in the applicable order form, plan page, or administrative console and are payable in U.S. dollars unless otherwise stated. Unless expressly stated otherwise, all fees are non-refundable, exclusive of applicable taxes, and payable in advance on a recurring basis. You authorize us and our payment processors to charge your designated payment method on the applicable billing cycle.

Subscriptions renew automatically for successive terms equal in duration to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. In accordance with the Restore Online Shoppers' Confidence Act, 15 U.S.C. §§ 8401-8405 (ROSCA), we will clearly disclose all material terms of recurring charges before obtaining your billing information, will not charge you unless you have provided express informed consent, and will provide a simple mechanism to stop recurring charges. You may cancel at any time through your account settings or by contacting [email protected]; cancellation will take effect at the end of the then-current billing period.

If you fail to pay any amount when due, we may suspend or terminate your access to the Service, assess a late charge of 1.5% per month (or the maximum permitted by law, if lower) on overdue balances, and recover all reasonable costs of collection, including attorneys' fees. You are responsible for all sales, use, value-added, and similar taxes arising from your subscription, excluding taxes based on our net income.

Fees are subject to change upon at least thirty (30) days' prior notice, effective at the start of your next renewal term. Your continued use of the Service after a fee change takes effect constitutes acceptance of the new fees. We may offer promotional or trial pricing, which shall be governed by the specific terms presented at the time of the offer.

8. Service Modifications

We may, at any time and in our sole discretion, modify, enhance, update, suspend, or discontinue any feature, function, integration, or component of the Service, including as necessary to comply with applicable law or to address security vulnerabilities. We will use commercially reasonable efforts to provide advance notice of material adverse changes that would significantly reduce core functionality of a paid subscription.

We may perform scheduled maintenance, emergency patching, and infrastructure migration. We will endeavor to schedule routine maintenance during off-peak hours, but interruptions may occur without notice where necessary to preserve security or integrity of the Service.

If we permanently discontinue a material feature for which you have prepaid, you may be entitled, as your sole and exclusive remedy, to a pro rata refund of prepaid fees attributable to the unused portion of the affected term. We are not liable for any modification, suspension, or discontinuation of the Service, or for any loss of data resulting therefrom, except as expressly stated in this Section.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Nealite DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, BE FREE OF HARMFUL COMPONENTS, OR PRODUCE ANY PARTICULAR RESULT. NO ADVICE OR INFORMATION OBTAINED FROM US, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Some jurisdictions do not permit the exclusion of certain warranties. In such jurisdictions, the foregoing exclusions shall apply to the maximum extent permitted by law, and any non-waivable warranty shall be limited in duration to the shortest period permitted by applicable law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Nealite, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (I) YOUR INDEMNIFICATION OBLIGATIONS, (II) YOUR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, (III) YOUR PAYMENT OBLIGATIONS, OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THESE LIMITATIONS ALLOCATE RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.

Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the cause of action accrues, or such claim shall be permanently barred, to the extent permitted by applicable law.

11. 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, actions, demands, liabilities, damages, losses, settlements, judgments, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use of the Service; (b) your Customer Data or User-Generated Content; (c) your breach of these Terms; (d) your violation of any applicable law or third-party right; or (e) any claim that your data or content infringed or misappropriated the rights of a third party.

We shall promptly notify you of any claim subject to indemnification, and you shall have the right to assume the defense with counsel reasonably acceptable to us. We may participate in the defense at our own expense. You may not settle any claim in a manner that imposes any obligation or admission on us without our prior written consent.

12. Termination

These Terms remain in effect until terminated. You may terminate these Terms at any time by ceasing use of the Service and canceling your subscription. We may suspend or terminate your access immediately, without notice or liability, if: (a) you materially breach these Terms; (b) we are required to do so by law or court order; (c) your account becomes subject to a security risk or fraudulent activity; or (d) you fail to pay applicable fees when due.

Upon termination, your right to access and use the Service ceases immediately. We will make Customer Data available for export for a period of thirty (30) days following termination, after which we may delete it in accordance with our Privacy Policy and applicable law. You are responsible for exporting your data prior to termination.

Sections concerning Content Ownership, User-Generated Content, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and Contact Information shall survive termination. Termination does not relieve you of any obligation to pay fees accrued prior to the effective date of termination.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of 415 Mission Street, San Francisco, CA 94105, United States-designated jurisdiction, without regard to conflict-of-laws principles. If your principal place of business is outside the United States, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Except for claims seeking injunctive or equitable relief, any dispute arising out of or relating to these Terms shall be resolved by final and binding arbitration administered by a nationally recognized arbitration provider under its commercial rules, seated in the jurisdiction in which Nealite is organized. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration provision.

YOU AND Nealite EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. You may opt out of arbitration by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Nothing in this Section prevents either party from seeking relief in small claims court or from filing a complaint with a government agency.

14. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated by email to the address associated with your account or by prominent notice within the Service at least thirty (30) days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service and cancel your subscription.

15. Contact Information

If you have any questions, concerns, or notices regarding these Terms, please contact us:

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

Notices to us must be sent to the contact information above and shall be deemed given upon actual receipt. Notices to you may be delivered to the email address associated with your account or posted within the Service.