NeoPower Digital, LLC Effective date: December 23, 2025 Version: 1.1
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.
Service / Platform: console, agents, orchestration, and functionalities available under the Customer's account, including access via API keys where applicable.
Order: commercial proposal, service order, SOW or equivalent document that defines plan, pricing, scope, and specific terms.
Authorized Users: employees, contractors or other users enabled by the Customer.
Customer Data: data, content and/or information that the Customer or its Authorized Users enters, uploads, transmits or processes through the Service.
1.1 Contracting entity. NeoPower Digital, LLC (Delaware LLC).
1.2 Service scope. B2B platform, access via user accounts and, where applicable, use through API keys.
1.3 Professional services. NeoPower may provide setup, consulting, development, training, and support when expressly described in the Order.
1.4 Applicable documents. These Terms, the Privacy Policy, the Order(s), and any addenda or specific policies (e.g., AUP) form the entire agreement (the "Agreement").
2.1 Eligibility. The Service is strictly B2B; users must be 18+.
2.2 Account & organization. The Customer may create organizations, manage permissions and roles, and operate integrations on its behalf.
2.3 Superadministration. NeoPower may employ superadmins for support, security, and maintenance with limited, justified access subject to reasonable controls.
2.4 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.
4.1 Subscription. The model is monthly subscription (unless the Order establishes a different periodicity).
4.2 Commercial terms. Pricing, scope, taxes, billing, renewal, and cancellation are governed by the applicable Order.
4.3 Taxes & charges. Applicable taxes, duties, or withholdings are borne by the Customer unless required otherwise by law or expressly agreed in the Order.
4.4 Refunds. Unless required by law or the Order, payments are non-refundable. However, if the Customer terminates due to NeoPower's material breach pursuant to clause 14.3, the Customer shall be entitled to a prorated refund for the unused service period.
4.5 Late payment and suspension. If the Customer fails to pay a charge on time, NeoPower may suspend the Service in whole or in part after notifying the Customer and granting a reasonable period to regularize. Overdue amounts may accrue interest at the maximum rate permitted by law.
5.1 SLA. There is no default SLA; any SLA or service credits apply only if expressly stated in the Order.
5.2 Maintenance. NeoPower may perform scheduled maintenance and reasonable technical changes; when feasible, we will give advance notice.
6.1 Customer responsibility (integrations). The Customer is responsible for the integrations it connects (messaging, e-commerce, email, calendar, ERP/CRM), for the use of its credentials, and for complying with the terms of those third parties.
6.2 Limitations by third parties.
(i) changes in third-party APIs/services may require adaptations;
(ii) third-party charges are the Customer's responsibility;
(iii) third-party suspensions or downtime are not NeoPower's responsibility.
6.3 Configuration and operation under Customer 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.
6.4 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.
7.1 Ownership. Customer Data belongs to the Customer.
7.2 Limited license. The Customer grants NeoPower a non-exclusive, worldwide, royalty-free license to host, process, and transmit Customer Data solely to provide the Service, comply with law, and maintain security/operations.
7.3 Privacy. NeoPower's Privacy Policy is incorporated by reference.
7.4 DPA (data processing). When NeoPower acts as a processor with respect to Customer Data and the Customer requires it, the parties may enter into a data processing agreement (DPA) governing instructions, subprocessors, security measures, and reasonable assistance.
7.5 Security. NeoPower implements reasonable organizational and technical measures. The Customer is responsible for implementing appropriate internal controls (e.g., access and role management).
7.6 Backups & retention. The retention and deletion rules in the Privacy Policy apply (including deletion after 3 months of inactivity/termination, subject to legal requirements and backup rotation).
7.7 Suspension/termination for risk. NeoPower may suspend or terminate access to protect security, comply with law, or in case of material breach.
8.1 Service IP. NeoPower (and/or its licensors) retains all intellectual property rights in the platform, code, templates, know-how, documentation, and improvements.
8.2 Customer content. The Customer represents it has sufficient rights to the data and content it processes.
8.3 AI outputs. Unless the Order provides otherwise, outputs generated for the Customer may be used by the Customer, who bears sole responsibility for reviewing and validating them for accuracy and compliance prior to operational use.
8.4 Feedback. The Customer grants NeoPower an irrevocable, non-exclusive, royalty-free license to use suggestions/feedback to improve the Service.
9.1 Execution. NeoPower does not train its own models with Customer Data; AI features operate at runtime (prompts/context) per the Customer's instructions and/or Service configuration.
9.2 Accuracy. AI features may produce errors or unverified results; the Customer must review and validate critical results before production use.
9.3 Beta/experimental. Beta features are provided "as is" without support commitments or SLA, and may change or be discontinued.
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: 3 years after termination (trade secrets: as long as they remain secret).
The Customer will comply with applicable laws, including export controls and sanctions, anti-corruption and anti-spam, and with third-party integrated policies. NeoPower provides no legal or regulatory advice.
12.1 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.
12.2 Disclaimers. To the fullest extent permitted by law, implied warranties (merchantability, fitness for a particular purpose, non-infringement) are disclaimed.
12.3 Excluded damages. NeoPower will not be liable for indirect, incidental, special, punitive, or consequential damages (including lost profits, data, or business), except where prohibited by law.
12.4 Maximum liability (cap). To the fullest extent permitted by law, NeoPower's total aggregate liability arising from the Service or the Agreement shall not exceed the total amount actually paid by the Customer to NeoPower for the Service in the last 6 months prior to the event giving rise to the claim.
This limit shall not apply to (i) NeoPower's willful misconduct or gross negligence, nor to (ii) the IP indemnity provided in these Terms.
12.5 Customer indemnity. The Customer will indemnify NeoPower for third-party claims arising from: misuse of the Service, breach of these Terms or third-party policies, or infringement in data/content supplied by the Customer.
12.6 NeoPower indemnity (IP). 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 Customer cooperation.
Exclusions: this indemnity does not apply if the claim arises from (a) use of the Service in violation of these Terms or the documentation, (b) modifications not made by NeoPower, or (c) combination with third-party products/services when the claim is based on that combination.
Remedies for IP claims. If the Service is or is deemed infringing, NeoPower may, at its election: (i) procure that the Customer continue using the Service; (ii) modify or replace it with a functionally equivalent one to avoid infringement; or (iii) terminate the affected Service and refund prorated amounts for the unused period, which shall constitute the Customer's exclusive remedy for such claims.
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, etc.).
14.1 Term. From account activation or service start date and while the subscription remains active.
14.2 Termination for convenience. Either party may terminate with 30 days' written notice (or as otherwise stated in the Order).
14.3 Termination for cause. Immediate or after a reasonable cure period in case of material breach, fraud, abuse, or security risk.
14.4 Effects. Upon termination:
(i) access ceases;
(ii) Data export. The Customer may request export of its Customer Data during a 30-day period. NeoPower will provide the export in an interoperable standard format (e.g., CSV, JSON or other reasonable structured format) when technically feasible. After that period, NeoPower may delete the data in accordance with the Privacy Policy and backup rotation;
(iii) deletion follows the Privacy Policy and backup rotation.
NeoPower may update these Terms. Material changes will be notified by reasonable means (e.g., in-app or email) with the effective date indicated. If a material change substantially harms the Customer and the Order or law so provides, the Customer may terminate before the change takes effect.
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.
In case of conflict: Order (specific terms) → these Terms → Privacy Policy → documentation/supplementary policies.
18.1 Governing law. This Agreement is governed by the laws of the State of Delaware, USA, without prejudice to mandatory applicable provisions where appropriate.
18.2 Non-exclusive jurisdiction. Any dispute may be submitted to the state or federal courts located in Delaware.
18.3 Option for Customers domiciled in Argentina. If the Customer is domiciled in the Republic of Argentina, the parties additionally agree to concurrent non-exclusive jurisdiction in favor of the competent ordinary courts of the Autonomous City of Buenos Aires (CABA), Argentina.
18.4 Order. If the Order establishes a different forum or arbitration for a specific Customer, the Order provisions shall prevail for that Customer.
Legal/privacy email: privacy@neopower.digital
Physical notice address (NeoPower): 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.
20.1 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.
20.2 Severability. If any provision is invalid, the remainder remains in effect.
20.3 No waiver. Failure to exercise a right does not constitute a waiver.
20.4 Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter.
Last updated: December 23, 2025