Terms of Service

1. Introduction

Welcome to Neuraforz. These Terms of Service ("Terms") govern your access to and use of our website, products, and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

Neuraforz provides AI-powered IT solutions, software development, staff augmentation, QA testing, ERP/CRM implementations, managed services, data analytics, and AI automation services for businesses. These Terms apply to all users, clients, and visitors of our Services.

2. Definitions

• "Neuraforz," "we," "us," or "our" refers to Neuraforz and its affiliates.
• "Client," "you," or "your" refers to any individual or entity that accesses or uses our Services.
• "Services" refers to all products, services, software, websites, and platforms provided by Neuraforz.
• "Deliverables" refers to any work product, software, code, documentation, or materials created by Neuraforz for a Client.
• "Confidential Information" refers to any non-public information disclosed by either party.

3. Our Services

Neuraforz offers a range of technology and consulting services, including but not limited to:

• AI Development: Custom AI solutions, machine learning models, and intelligent automation systems.
• Software Development: Web applications, mobile apps, and enterprise software solutions.
• Staff Augmentation: Skilled technology professionals to supplement your team.
• QA & Testing: Comprehensive quality assurance and software testing services.
• ERP/CRM Implementations: Implementation and customization of enterprise resource planning and customer relationship management systems.
• Managed Services: Ongoing IT support, maintenance, and infrastructure management.
• Data Analytics: Business intelligence, data visualization, and analytics solutions.

The specific scope, deliverables, timeline, and pricing for any engagement will be defined in a separate Statement of Work (SOW) or service agreement between Neuraforz and the Client.

4. Client Responsibilities

As a Client, you agree to:

• Provide accurate and complete information necessary for us to perform our Services.
• Respond to requests for information, feedback, or approvals in a timely manner.
• Ensure you have the legal right to share any materials, data, or content you provide to us.
• Comply with all applicable laws and regulations in connection with your use of our Services.
• Maintain the confidentiality of any account credentials or access information we provide.
• Notify us promptly of any unauthorized access or security breaches.
• Pay all fees and charges as agreed upon in the applicable service agreement.

5. Intellectual Property Rights

5.1 Client Materials

You retain all ownership rights in any materials, data, content, or intellectual property you provide to us ("Client Materials"). You grant Neuraforz a limited, non-exclusive license to use Client Materials solely for the purpose of providing the Services.

5.2 Deliverables

Unless otherwise specified in a separate agreement, upon full payment of all applicable fees, Neuraforz assigns to the Client all rights, title, and interest in custom Deliverables specifically created for the Client. This assignment does not include:

• Pre-existing materials, tools, frameworks, or code owned by Neuraforz.
• Third-party software, libraries, or components.
• General knowledge, skills, and experience gained during the engagement.

5.3 Neuraforz Property

Neuraforz retains all rights to its pre-existing intellectual property, proprietary tools, methodologies, and any general improvements or developments that are not specific to the Client's project. The Neuraforz name, logo, and branding are trademarks of Neuraforz and may not be used without our prior written consent.

6. Payment Terms

Payment terms for our Services are as follows:

• All fees and payment schedules will be specified in the applicable service agreement or Statement of Work.
• Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date.
• Late payments may be subject to interest charges of 1.5% per month or the maximum rate permitted by law.
• All fees are exclusive of applicable taxes, which are the Client's responsibility.
• Neuraforz reserves the right to suspend Services for accounts with overdue payments.

7. Confidentiality

Both parties agree to maintain the confidentiality of any Confidential Information received from the other party. Confidential Information includes, but is not limited to:

• Business plans, strategies, and financial information.
• Technical specifications, source code, and proprietary data.
• Customer lists, pricing information, and marketing plans.
• Any information marked as confidential or that should reasonably be understood to be confidential.

The receiving party shall not disclose Confidential Information to any third party without prior written consent, except as required by law. This obligation survives the termination of these Terms for a period of three (3) years.

8. Warranties and Disclaimers

8.1 Our Warranties

Neuraforz warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will substantially conform to the specifications agreed upon in writing.
• We have the right to provide the Services and grant the rights described in these Terms.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Neuraforz does not warrant that the Services will be uninterrupted, error-free, or completely secure. We are not responsible for any delays, failures, or damages resulting from causes beyond our reasonable control.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEURAFORZ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.
• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO NEURAFORZ IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF NEURAFORZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

You agree to indemnify, defend, and hold harmless Neuraforz and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services in violation of these Terms.
• Your violation of any applicable law or regulation.
• Any claim that Client Materials infringe or violate the intellectual property or other rights of any third party.
• Your negligence or willful misconduct.

11. Term and Termination

11.1 Term

These Terms are effective when you first access or use our Services and remain in effect until terminated. Specific service engagements may have their own terms defined in separate agreements.

11.2 Termination

Either party may terminate a service engagement:

• With thirty (30) days' written notice for convenience.
• Immediately upon material breach by the other party that remains uncured for fifteen (15) days after written notice.
• Immediately if the other party becomes insolvent or files for bankruptcy.

11.3 Effect of Termination

Upon termination, the Client shall pay for all Services rendered up to the termination date. Sections relating to intellectual property, confidentiality, limitation of liability, and indemnification shall survive termination.

12. Dispute Resolution

Any disputes arising from these Terms or our Services shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve disputes through good-faith negotiation.
• Mediation: If negotiation fails, the parties agree to attempt mediation before pursuing other remedies.
• Governing Law: These Terms shall be governed by the laws of the State of Illinois, without regard to conflict of law principles.
• Jurisdiction: Any legal action shall be brought exclusively in the state or federal courts located in Cook County, Illinois.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any applicable service agreements, Statements of Work, and the Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein.

13.2 Modifications

Neuraforz reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. Neuraforz may assign these Terms in connection with a merger, acquisition, or sale of assets.

13.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures.

13.6 No Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14. Contact Us

If you have any questions about these Terms of Service, please contact us:

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.