LEGAL
These terms govern your use of Neuraphic Cloud, including the Praeth, Claeth, and Prion model APIs and the Console (the “Service”). They are between you (“Customer”) and Neuraphic, Inc. (“Neuraphic”).
By creating an account, calling an endpoint with an API key, or otherwise using the Service, Customer accepts these terms. If Customer is using the Service on behalf of an organization, the individual accepting represents that they have authority to bind that organization. The Service is intended for users who are at least 18 years of age and not located in a country embargoed by the United States.
“Customer Data” means any input, prompt, file, embedding, or fine-tuning dataset that Customer or its users transmit to the Service.
“Generated Output” means content produced by a Neuraphic model in response to Customer Data, including text, structured data, embeddings, and tool calls.
“Documentation” means the technical guides, API references, and policies published at cloud.neuraphic.com.
“Acceptable Use Policy” or “AUP” means the policy at cloud.neuraphic.com/acceptable-use, incorporated by reference.
“Privacy Policy” means the policy at neuraphic.com/privacy, incorporated by reference.
Neuraphic Cloud offers managed inference for the Praeth, Claeth, and Prion model families through HTTP APIs and the Console. Capabilities, regions, supported features, rate limits, and per-model context windows are described in the Documentation. Neuraphic may add, modify, deprecate, or remove specific capabilities or models with reasonable notice; for paid tiers, deprecations affecting general availability of a model receive at least ninety (90) days notice.
Customer must register for an account to access the Service. Customer is responsible for maintaining the confidentiality of API keys and account credentials, for all activity under its account, and for keeping contact and payment information accurate. Customer must notify Neuraphic promptly at cloud-security@neuraphic.com upon any suspected compromise of credentials.
5.1 Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Neuraphic a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely for the purpose of providing and improving the Service to Customer, complying with applicable law, and enforcing these terms.
5.2 No Training Without Consent. Neuraphic does not use Customer Data to train, fine-tune, or otherwise improve any general-purpose model. This restriction applies to text, files, prompts, completions, embeddings, and metadata that contain Customer Data. Neuraphic may use anonymous, aggregated operational telemetry (latency, error rates, usage volume) for service operation and capacity planning.
5.3 Retention. By default, prompts and completions are retained for up to thirty (30) days for abuse detection, debugging, and compliance, after which they are deleted from primary systems. Enterprise customers may configure zero-retention processing on supported endpoints.
5.4 Customer Responsibility. Customer is responsible for the lawfulness of Customer Data, including obtaining all required notices, consents, and rights for any personal information transmitted to the Service.
6.1 Rights. As between the parties, Neuraphic assigns to Customer all rights, title, and interest it may have in Generated Output produced from Customer Data. Customer may use Generated Output for any lawful purpose subject to these terms, the AUP, and applicable law.
6.2 Similarity. Different users may receive similar or identical Generated Output for similar prompts. Customer acknowledges that Generated Output is therefore not unique to Customer and may not be eligible for trademark, patent, or copyright protection.
6.3 No Reliance Without Review. Generated Output may be inaccurate, incomplete, or unsuitable for a given purpose. Customer is solely responsible for evaluating Generated Output before using or distributing it, particularly in safety-critical, medical, financial, legal, or other consequential contexts.
Customer will use the Service only as permitted by the AUP. Customer will not, and will not permit any user to: (a) violate applicable law; (b) generate content that sexually exploits minors, incites violence, or facilitates targeted harassment; (c) develop weapons, malware, or critical-infrastructure intrusion tooling; (d) make automated decisions about employment, credit, housing, education, insurance, or law enforcement without human review and disclosure; (e) attempt to reverse-engineer Neuraphic models, weights, or system prompts; (f) train or fine-tune any model that competes with Neuraphic models using Generated Output; (g) circumvent rate limits, quotas, or safety measures.
8.1 Pricing. Customer pays the per-token, per-request, and per-resource fees published at cloud.neuraphic.com/pricing, less any applicable free credit. Neuraphic may change list pricing with at least thirty (30) days notice; pre-paid commitments are honored at the contracted rate.
8.2 Free Credit. Eligible new accounts receive one hundred United States dollars (USD $100) in promotional credit, valid for ninety (90) days from account creation. Free credit is non-transferable, non-refundable, and applies only to use of the Service. Neuraphic may revoke unused credit at any time for accounts that violate these terms or the AUP.
8.3 Billing. Pay-as-you-go usage is invoiced monthly and billed against the payment method on file. Disputed charges must be raised in writing within thirty (30) days of the invoice; charges not disputed within that window are deemed accepted.
8.4 Taxes. Fees are exclusive of sales, use, value-added, and similar taxes. Customer is responsible for all such taxes other than those based on Neuraphic’s net income.
Real-time availability is published at status.neuraphic.com. Paid customers above stated thresholds may receive a written Service Level Agreement covering monthly availability, latency targets, and service credits. The status page and any executed SLA control over informal communications.
10.1 By Customer. Customer may close its account at any time from the Console. Outstanding fees through the date of closure remain payable.
10.2 By Neuraphic. Neuraphic may suspend or terminate Customer’s access immediately for: (a) violation of these terms or the AUP; (b) non-payment after a fourteen (14) day cure period; (c) activity that endangers the security or integrity of the Service or other customers; or (d) requirements imposed by a regulator, court, or applicable law.
10.3 Effect. Upon termination, Customer’s right to access the Service ends. Customer Data is deleted within thirty (30) days of termination unless retention is required by law.
Each party will protect the other’s Confidential Information using at least the standard of care it uses for its own information of like importance, and in any event no less than reasonable care. Confidential Information may be used only to perform under these terms and disclosed only to personnel and advisors with a need to know who are bound by comparable confidentiality obligations. Customer Data is Customer’s Confidential Information.
Neuraphic processes personal information as described in the Privacy Policy. Customers acting as data controllers and processing personal information through the Service may execute Neuraphic’s Data Processing Addendum (DPA) by contacting cloud-sales@neuraphic.com. The Service operates within the United States by default; enterprise customers may pin processing to additional regions where available.
13.1 By Neuraphic. Neuraphic will defend Customer from third-party claims that the Service, when used in compliance with these terms, infringes the third party’s United States patent, copyright, or trademark, and pay damages finally awarded or settlement amounts approved by Neuraphic.
13.2 By Customer. Customer will defend Neuraphic from third-party claims arising out of: (a) Customer Data; (b) Customer’s use of Generated Output; (c) Customer’s breach of these terms or the AUP; or (d) Customer’s violation of law.
13.3 Process. The party seeking indemnification must promptly notify the indemnifying party, give it sole control of the defense, and provide reasonable cooperation. The indemnifying party may not settle a claim that admits liability or imposes obligations on the other party without consent.
Except as expressly stated in these terms, the Service is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. Neuraphic specifically disclaims warranties of merchantability, fitness for a particular purpose, non-infringement, and that the Service will be uninterrupted, error-free, or produce accurate output.
To the maximum extent permitted by law: (a) neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data; and (b) each party’s total liability for all claims arising under these terms in any twelve-month period will not exceed the greater of one thousand United States dollars (USD $1,000) or the fees Customer paid to Neuraphic for the Service in the twelve months preceding the event giving rise to the claim. The limits in this section do not apply to a party’s indemnification obligations, breach of confidentiality, or amounts owed for the Service.
Customer represents that it is not located in, and will not provide access to the Service from, any country embargoed by the United States, and that it is not on any list of restricted parties maintained by the United States, the United Kingdom, the European Union, or other applicable authority. Customer will comply with all applicable export controls, sanctions, and re-export restrictions.
These terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Any dispute arising under these terms will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Neuraphic may update these terms from time to time. Material changes take effect at least thirty (30) days after Neuraphic posts the updated terms or sends notice to the email address associated with Customer’s account, whichever is earlier. Customer’s continued use of the Service after the effective date constitutes acceptance of the updated terms.
These terms, together with the AUP, the Privacy Policy, any DPA, any executed order form, and the pricing page, constitute the entire agreement between the parties regarding the Service and supersede prior agreements on the subject. No waiver is effective unless in writing. If any provision is found unenforceable, the remaining provisions remain in effect. Neither party may assign these terms without the other’s consent, except to a successor by merger, acquisition, or sale of all or substantially all of its assets. Notices to Neuraphic must be sent to cloud-legal@neuraphic.com.
Questions about these terms: cloud-legal@neuraphic.com. Service questions: cloud.neuraphic.com/contact.