NeoPower Digital, LLC Effective date: October 7, 2025 Version: 1.0
These Terms of Service (“Terms”) govern access to and use of NeoPower Digital, LLC’s (“NeoPower,” “we,” “us”) B2B platform for process automation and integrations by business customers and their authorized users (collectively, the “Customer”). By creating an account, accessing the console, or using any functionality, the Customer accepts these Terms.
Contracting entity. NeoPower Digital, LLC (Delaware LLC). Service scope. B2B platform (console, agents, orchestration) accessed via user accounts and, where applicable, API keys. Professional services. We may provide setup, consulting, development, training, and support when expressly described in the customer commercial proposal/order (the “Order”). Documents. These Terms, the Privacy Policy, the Order(s), and any addenda or specific policies (e.g., AUP) form the entire agreement (the “Agreement”).
Eligibility. The Service is strictly B2B; users must be 18+. Account & organization. The Customer’s users may create organizations, manage permissions and roles, and operate integrations on the Customer’s behalf. Superadministration. NeoPower may employ superadmins for support, security, and maintenance with limited, audited access. Credentials. The Customer is responsible for maintaining the confidentiality of credentials and API keys and for all activity performed with them.
The Customer must not: (a) conduct spam, phishing, malware distribution, or fraudulent activity; (b) infringe third-party rights (IP, privacy, personal data); (c) attempt to bypass security controls, quotas, or usage limits; (d) use the Service to process unlawful data or special categories without a legal basis; (e) overload or interfere with service stability; (f) violate third-party policies of integrated services (e.g., messaging, e-commerce). NeoPower may suspend or restrict access in case of violations, security risks, or abuse.
Subscription. The model is monthly subscription. Commercial terms (pricing, taxes, billing, renewal/cancellation) are governed by the applicable Order. Taxes & charges. Applicable taxes, duties, or withholdings are borne by the Customer unless required otherwise by law. Refunds. Unless required by law or the Order, payments are non-refundable.
SLA. There is no default SLA; any SLA or service credits apply only if expressly stated in the Order. Maintenance. We may perform scheduled maintenance and reasonable technical changes; when feasible, we will give advance notice.
Customer responsibility. The Customer is responsible for the integrations it connects (e.g., messaging tools, e-commerce, email, calendar, ERP/CRM), for the use of its credentials, and for complying with the terms of those third parties. Limitations. (i) If a third party’s API or service changes, development adaptations may be required; (ii) if an integration charges the Customer, NeoPower is not responsible for such fees; (iii) suspensions or downtime of third parties are not NeoPower’s responsibility. Customer configuration & responsibility. The Customer is solely responsible for the configuration and operation of its organizations, roles/permissions, services, workflows, prompts, rules, mappings, routing, webhooks, rate limits, and any other settings or business logic within the Service and connected integrations. NeoPower will not be liable for consequences arising from misconfiguration, erroneous parameters, lack of appropriate safeguards (including approvals and role separation), or failure to test changes before production use, including but not limited to unintended messages, orders, pricing changes, data exposure, or automation outcomes. This exclusion does not apply to losses directly caused by NeoPower’s gross negligence or willful misconduct, or where NeoPower provides a managed configuration expressly described and accepted in an Order and the loss is directly caused by NeoPower’s breach of that Order. Testing & rollout. Where test/sandbox features are available, the Customer must validate configurations and workflows in a non-production environment and perform staged rollouts. Enabling production implies the Customer’s acceptance of the associated risks. Logs & webhooks. Operational and security retention is managed under the Privacy Policy and internal policies.
Ownership. Customer Data belongs to the Customer. The Customer grants NeoPower a non-exclusive, worldwide, royalty-free license to host, process, and transmit such data solely to provide the Service, comply with law, and maintain security/operations. Privacy. NeoPower’s Privacy Policy is incorporated by reference. Security. We implement reasonable organizational and technical measures (including encryption in transit and at rest as supported by our platforms). Backups & retention. The same rules in the Privacy Policy apply (including deletion after 3 months of account inactivity, unless required by law). Suspension/termination for risk. We may suspend or terminate access to protect security, comply with law, or in case of material breach.
Service IP. NeoPower (and/or its licensors) retains all intellectual property rights in the platform, code, templates, know-how, models, documentation, and improvements. Customer content. The Customer represents it has sufficient rights to the data and content it processes. AI outputs. Unless the Order provides otherwise, outputs generated for the Customer may be used and exploited by the Customer, who bears sole responsibility for reviewing and validating them for accuracy and compliance prior to operational use. Feedback. The Customer grants NeoPower an irrevocable, non-exclusive, royalty-free license to use suggestions/feedback to improve the Service.
Training. NeoPower does not train its models with Customer Data; AI operates at runtime (prompts/context) per the Customer’s instructions. Accuracy. AI features may produce errors or unverified findings; the Customer must review and validate critical results before production use. Beta/experimental. Beta features are provided “as is” without support commitments or SLA.
Each party will keep the other party’s Confidential Information confidential, using it only to perform the Agreement and protecting it with reasonable care. Exceptions: information that is public through no fault, lawfully known beforehand, received from a lawful third party, or disclosed under legal order (with prior notice where possible). Term: confidentiality obligations survive for 3 years after termination (trade secrets: as long as they remain secret).
The Customer will comply with applicable laws, including export controls and sanctions (e.g., OFAC/EU), anti-corruption (FCPA/UK Bribery Act), and anti-spam (e.g., CAN-SPAM/TCPA/WhatsApp). NeoPower provides no legal or regulatory advice.
Warranties. The Service is provided “as is” and “as available.” NeoPower does not warrant the Service will be uninterrupted, error-free, or that it will meet all of the Customer’s specific needs. Disclaimers. To the fullest extent permitted by law, implied warranties (merchantability, fitness for a particular purpose, non-infringement) are disclaimed. Without limiting the foregoing, NeoPower will not be liable for errors, incidents, or losses resulting from the Customer’s or its administrators’ misconfiguration, misuse, or failure to implement reasonable safeguards and change-management practices. Excluded damages. NeoPower will not be liable for indirect, incidental, special, punitive, or consequential damages (including lost profits, data, or business). Customer indemnity. The Customer will indemnify NeoPower for third-party claims arising from the Customer’s misuse of the Service, breach of these Terms or third-party policies, or infringement in data/content it supplies. NeoPower indemnity. NeoPower will indemnify the Customer for claims alleging that NeoPower’s proprietary software, as delivered, infringes third-party IP rights, subject to (i) prompt notice, (ii) NeoPower’s control of the defense, and (iii) reasonable cooperation.
Neither party is liable for failures caused by events beyond its reasonable control (e.g., natural disasters, widespread outages, wars, third-party provider failures, regulatory changes).
Term. From account activation or service start date and while the subscription remains active. Termination for convenience. Either party may terminate with 30 days’ written notice (or as otherwise stated in the Order). Termination for cause. Immediate or after a reasonable cure period in case of material breach, fraud, abuse, or security risk. Effects. Upon termination: (i) access ceases; (ii) the Customer may export its data within a reasonable period (e.g., 30 days) if supported by the Service; (iii) deletion follows the Privacy Policy and backup rotation.
We may update these Terms. Material changes will be notified via in-app banner, email, or another official channel, with the effective date indicated. If a material change substantially harms the Customer, the Customer may terminate the Agreement before it takes effect where required by law or the Order.
NeoPower’s use of the Customer’s name and/or logo for marketing references requires the Customer’s prior consent (opt-in), unless required by law or for generic listings without logos.
In case of conflict: Order (including specific commercial terms) → these Terms → Privacy Policy → documentation/ancillary published terms.
These Terms are governed by the laws of the State of Delaware, USA, and any dispute will be submitted to the state or federal courts located in Delaware. Class action waiver. To the extent permitted by law, the parties waive participation as a plaintiff or member in any class action, representative, or consolidated proceeding.
Legal/privacy email: privacy@neopower.digital Physical notice address: Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, US (or as stated in the Order). Notices may be delivered electronically to the Customer’s designated contact email.
Assignment. The Customer may not assign the Agreement without NeoPower’s prior written consent; NeoPower may assign it in connection with corporate reorganization, merger, or asset sale. Severability. If any provision is invalid, the remainder remains in effect. No waiver. Failure to exercise a right does not constitute a waiver. Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter.
Last updated: October 7, 2025