Terms of Use

These Terms of Use ("Terms") are entered into between Momentum SW Private Limited, having its registered office at 38, 2nd Floor, Ashwini Layout, Viveknagar, Bengaluru 560 047 ("Neo", "we", "us" or "our"), and any entity that subscribes to, registers for, or is otherwise authorized by Neo to access or use the Services ("Customer"). Each individual, including any Administrator (defined below), whom the Customer authorizes to access or use the Services on its behalf is an "End Customer". References in these Terms to "you" or "your" shall, as the context requires, refer to the Customer and/or its End Customers

These Terms govern your access to, and use of, the software, products, features, tools, content, and related services made available by Neo through its web application, mobile applications, and any other interfaces through which such services are made available (collectively, the "Platform" and, together with the services made available through it, the "Services")

By accessing or using the Platform or Services, you acknowledge and agree to these Terms. If you access or use the Platform or Services on behalf of a Customer, you represent and warrant that you have the full right, power and authority to accept these Terms on behalf of and bind that Customer. If you are an End Customer, your access to and use of the Services is subject to the Customer's authorization and your agreement to comply with these Terms

Your access to and use of the Services is also subject to: (i) Neo's Acceptable Use Policy \[link herein\] (the "AUP"); (ii) Privacy Policy \[link herein\] ("Privacy Policy"); and (iii) any applicable order form, subscription agreement, or other product-specific terms governing the Customer's access to or use of the Services ( (i) to (iii) shall collectively be "Additional Terms"). The Additional Terms are incorporated into and form part of these Terms by reference. In the event of any conflict or inconsistency between these Terms and any applicable Additional Terms, the applicable Additional Terms shall prevail solely to the extent of such conflict and with respect to the subject matter or Product to which they apply, and these Terms shall continue to govern in all other respects

The Services may be made available to Customers globally and are not limited to any particular geographic region. The Customer is responsible for ensuring that its and its End Customers' access to and use of the Services complies with all applicable laws in the jurisdictions from which the Services are accessed or used. Certain Products (defined below) or features may not be available in all jurisdictions and may be subject to additional eligibility criteria, restrictions, requirements or Additional Terms, as determined by Neo from time to time

These Terms constitute a legally binding agreement between the Customer and Neo and govern the access to and use of the Services by the Customer and its End Customers. If you do not agree with these Terms, you must not access or use the Platform or Services. Any information displayed on or through the Platform relating to a Product, including any description of its features, functionality, pricing, limits or availability, is provided for informational purposes only and shall not constitute an offer or commitment by Neo to make such Product available to the Customer

As of the effective date of these Terms, access to the Services is made available to Customers on an invitation or approval basis, as determined by Neo in its discretion. No Product shall be deemed available to a Customer unless and until Neo has expressly enabled the Customer's access to such Product through the Platform or otherwise confirmed such availability in writing.

When we refer to the "Services", we mean the Platform and all services, features, functionality, tools, content, and related services owned, operated, licensed, or otherwise made available by Neo through the Platform from time to time, including services that enable you to access, configure, manage, or use any Products

The Services comprise the products offered by Neo, each of which the Customer may subscribe to, access or use (each, a "Product" and collectively, the "Products"). Unless expressly stated otherwise, these Terms apply to all Products. The Products currently comprise

1. "Tasket": a task and work management Product that enables End Customers to create teams, projects, and tasks, and to run team processes such as stages, sprints, and intakes;
2. "Studio": a knowledge and document management Product that provides pages for drafting documents and supports standard document and spreadsheet formats;
3. "Drive": a file management Product that enables End Customers to add attachments, create folders, and share and manage files; and
4. "Friday": an artificial intelligence ("AI") assistant Product that provides chat, co-working, workflows, and AI agents using third-party services;

Neo may introduce additional products, features or services from time to time. The availability of each Product, and the features and functionality available within it, depends on the Customer's subscription plan, prepaid balances, configured usage limits and any other requirements specified in these Terms or the applicable Additional Terms.

Availability of our Services

1. Please note that not all Products and Services are available at all times, and our products and services are constantly changing, so you might see features come and go as we continue to improve our experience and services for you.
2. We make no representations or warranties regarding the Services or the Products beyond those required by applicable law. We do not warrant that:
3. the Platform, Services, or any Product will always be available, uninterrupted, timely, secure, or error-free;
4. the Platform or Services will meet your requirements or expectations;
5. the information on the Platform or given through Services is complete, true, accurate or non-misleading (other than information that is required to be accurate, complete, or non-misleading under applicable law);
6. you will qualify for, be approved for, or continue to have access to any Product; and
7. the Platform is secure or free of viruses, Trojans or other malware.
8. We reserve the right, in our sole discretion, to modify, suspend or discontinue the Platform and Services (in whole or in part), including any underlying technology or service providers. You acknowledge that any such change (irrespective of the cause) may alter or affect the availability, performance, or user experience of the Platform, and agree that we shall have no liability to you for any such change.

By accessing or using the Services, you represent and warrant that: (a) where you accept these Terms, subscribe to the Services or otherwise act on behalf of a Customer, you have the full legal right, power and authority to bind that Customer; (b) if you are an End Customer, you have the legal capacity to comply with these Terms and have been duly authorized by the Customer to access and use the Services; (c) the Customer has been duly onboarded by Neo, or has otherwise subscribed to the Services through a self-service registration process made available by Neo, and in either case is authorized or enabled to access and use the applicable Services; (d) neither the Customer nor any End Customer is prohibited, restricted or otherwise barred from accessing or using the Services under any applicable law, regulation, order, sanction or export-control restriction; and (e) neither the Customer nor any End Customer has previously been suspended, terminated or removed from the Services by Neo or any of its affiliates, unless Neo has subsequently expressly authorized such access or use

As of the effective date of these Terms, Neo does not require a Customer to hold any particular business registration, licence or similar authorization solely as a condition to being onboarded to the Services. Neo may modify eligibility, onboarding, verification or documentation requirements from time to time, including where reasonably necessary to comply with applicable law, security requirements or requirements applicable to a particular Product or jurisdiction

Subject to the Customer's eligibility for, and continued compliance with, these Terms and the Additional Terms, the Services enable the Customer to create and maintain an administrative account on the Platform ("Admin Account"). End Customers may be provided with individual user accounts associated with the Admin Account (each, an "End Customer Account" and, together with the Admin Account, "Accounts"). Upon creation and verification of the Admin Account, the Customer and its End Customers may access and use the Products that Neo has made available to the Customer

To access and use the Services, the Customer must create an Admin Account on the Platform using a valid work email address. An Admin Account may be created either: (a) through a supported third-party identity provider, including Microsoft or Google, using OpenID Connect ("OIDC"); or (b) through such other email-based registration process as Neo may make available from time to time. Where the Customer creates or accesses an Admin Account through a third-party identity provider, the Customer authorizes Neo to access, process and use the limited profile, directory and other account information made available by such identity provider to the extent necessary to authenticate the Customer, provision and administer the Admin Account, and provide the Services. Where the Customer elects to enable address book or directory synchronization, the Customer further authorizes Neo to access and process such organizational or personal contact information as is made available pursuant to the applicable permissions or OIDC scopes approved by the Customer

Upon successful creation and verification of the Admin Account, each individual designated by the Customer to administer the Admin Account shall be an "Administrator". An Administrator is authorized, on behalf of the Customer, to manage the Admin Account and the Customer's use of the Platform, including to invite, add, suspend, remove and otherwise manage End Customers, create and manage teams and projects to the extent permitted by the applicable roles and access permissions, migrate supported data or tasks from third-party platforms, configure access rights and permissions, manage billing and payment cards, add and manage domains, top up the Friday Balance and enforce weekly or per-End Customer limits on Friday usage, enable and configure third-party tools or connectors and the scopes that End Customers are permitted to use, and otherwise administer the Customer's and its End Customers' access to and use of the Products

Identity and Access Verification. When an Admin Account is created, or when any individual is invited to access or use the Platform, Neo may require such information and documentation as Neo reasonably determines necessary to verify the identity of such individual, their authority to act on behalf of the Customer (where applicable), their eligibility to access or use the Services, or to satisfy applicable legal, regulatory, security, fraud-prevention or risk-management requirements (collectively, "Additional Information"). An individual may also be verified as an Administrator by way of authorization or assignment as an Administrator by an existing Administrator of the Customer. The Customer shall, and shall ensure that its Administrators and End Customers, as applicable, promptly provide any Additional Information reasonably requested by Neo. Neo may engage third-party service providers acting on its behalf to facilitate identity verification, authentication, account provisioning, fraud prevention and security screening. Neo may delay, restrict, suspend or deny access to the Platform or any Services where the required verification cannot be completed to Neo's reasonable satisfaction

Authentication and Onboarding. Depending on the manner in which the Customer, Administrator or an End Customer accesses or uses the Services, Neo may require the completion of additional onboarding, verification or authentication measures, including

verification of your email address and domain through a one-time password ("OTP")

such other multi-factor authentication procedures as Neo may introduce from time to time

enabling notifications or other communication permissions; and

completion of onboarding steps relating to the Services and the applicable Product

The Customer shall, and shall ensure that its Administrators and End Customers, provide and maintain true, accurate, current and complete information in connection with their access to and use of the Platform and Services. The Customer represents and warrants that all information provided by or on behalf of the Customer through the Platform is true, accurate, current and complete in all material respects. The Customer shall promptly update, or procure the update of, such information if it becomes inaccurate, incomplete or outdated, whether through the Platform or by contacting Neo at support@neo.work.

The Customer shall, and shall ensure that its Administrators and End Customers, maintain the confidentiality and security of all usernames, passwords, authentication credentials and other access credentials relating to the Accounts. Account credentials are personal to the individual to whom they are issued and must not be shared with, transferred to or used by any other person

The Customer is responsible for all activities conducted through its Admin Account and End Customer Account and for the acts and omissions of its Administrators and End Customers in connection with their access to and use of the Platform, Services and Products. The Customer shall ensure that its Administrators and End Customers comply with these Terms and any applicable Additional Terms. The Customer, acting through its Administrators, is responsible for administering and managing the access rights, roles and permissions of its End Customers, including determining the Services, Products, information, functionality and tools that each End Customer is permitted to access or use

The Customer shall notify Neo without undue delay upon becoming aware of any actual or suspected loss, theft, compromise or unauthorized use of any Account Credentials or Account, or any other unauthorized access to or use of the Platform or Services, by contacting Neo at security@neo.work

Subject to these Terms and the applicable Additional Terms, the Customer shall pay all fees and charges applicable to its access to and use of the Services ("Fees"). The applicable Fees and payment terms are set out in the Additional Terms

Product Specific Terms

Tasket, Studio and Drive are seat subscription-based Products. Unless otherwise specified in the applicable Additional Terms, such Products may be made available to the Customer without charge for an applicable trial period, the duration of which may vary depending on the size of the Customer's organisation or such other criteria as Neo may determine. Upon expiry of the applicable trial period, access to Tasket, Studio and Drive shall be subject to payment of the applicable Fees. Unless the Customer cancels the relevant Product before the end of the trial period or the applicable Additional Terms provide otherwise, the applicable subscription Fees will be charged automatically upon expiry of the trial period. Fees for such Products may be calculated based on the number of End Customers whose access is subject to a subscription Fee under the Customer's applicable plan (each, a "Billable End Customer"), with a recurring monthly subscription Fee payable in respect of each Billable End Customer

Friday is a usage-based Product and requires the Customer to maintain a prepaid balance (the "Friday Balance"). Administrators may set Customer-level and End Customer-level usage limits, including weekly usage limits, for Friday where such functionality is made available through the Platform. Usage charges are deducted from the Friday Balance as they are incurred. If the Friday Balance is exhausted, the Customer and its End Customers will be unable to use Friday until the Friday Balance is replenished

1. Unless otherwise specified in the applicable Additional Terms, Neo shall bill the Customer on a monthly basis for subscription-based Products. Invoices shall be issued on the applicable monthly billing date, determined by reference to the commencement date of the relevant subscription, and may include:

arrears, comprising any amounts payable in respect of End Customers who became Billable End Customers during the preceding billing period and whose applicable Fees were not included in the prepayment for that period; and

prepayment, comprising the applicable subscription Fees for all Billable End Customers as of the applicable billing date for the forthcoming monthly billing period

Charges for Friday shall be deducted from the Customer's Friday Balance as and when usage occurs. Each purchase, top-up or automatic payment of the Friday Balance shall be charged and invoiced separately at the time of such transaction. Any monthly statement or invoice reflecting Friday's usage shall be for reconciliation purposes only to the extent the applicable amounts have already been collected through the Friday Balance. Neo does not charge interest or late-payment fees in respect of overdue amounts unless otherwise specified in the applicable Additional Terms

Payments may be processed by a third-party payment processor designated by Neo from time to time. The processing of payments may also be subject to the applicable terms and policies of such third-party payment processor

Autopay. The Customer shall maintain a valid payment card or such other payment method as Neo may support from time to time. Unless otherwise agreed in writing, the Customer authorizes Neo and its payment processor to automatically charge the payment method on file for all Fees and other amounts due under these Terms. For monthly subscription Fees, the payment method on file shall be charged on the date the applicable invoice is generated. If a payment attempt is unsuccessful, Neo or its payment processor may automatically retry the payment. If any amount remains unpaid for 14 (fourteen) days following the applicable billing date, Neo may suspend the Customer's and its End Customers' access to the applicable Products from the 15th (fifteenth) day until all outstanding amounts have been paid in full, without limiting any other rights available to Neo under these Terms or the applicable Additional Terms

We may, from time to time, also run certain promotional offers, in connection with the Products. Any such promotional benefit shall be subject to separate eligibility criteria, additional terms, and such other restrictions as may be notified by us or the relevant third-party provider from time to time. Unless expressly stated otherwise, promotional benefits: (a) are non-transferable; (b) are not redeemable for cash; (c) may not be combined with other offers; and (d) may be modified, suspended, withdrawn, or discontinued by us at any time without liability, to the extent permitted under applicable law

Except as expressly provided in these Terms or the applicable Additional Terms, or as required by applicable law, all Fees are non-refundable. Disabling, deactivating, suspending or removing an End Customer during a billing cycle shall not entitle the Customer to any refund, credit or reduction in Fees for that billing cycle. Where the applicable subscription Fee for a Billable End Customer has already been paid for the then-current billing cycle, the Customer may reassign the corresponding seat to another End Customer during the remainder of that billing cycle without incurring an additional subscription Fee for that seat. Such reassignment shall not reduce the Customer's applicable Fees or the number of seats billed for that billing cycle. Any unused Friday Balance, prepaid usage amount, promotional credit or other usage credit shall be non-refundable, including upon expiry, suspension or termination of the Customer's Account or these Terms, except to the extent a refund is required under applicable law

Taxes. All Fees are exclusive of applicable taxes (including but not limited to any sales tax, goods and services tax, value added tax, or withholding tax), and you shall be responsible for payment of all such taxes in relation to the Services, other than taxes based on Neo's net income

The Customer shall, and shall ensure that its Administrators and End Customers

1. comply with these Terms, the applicable Additional Terms and applicable law;

1. provide Neo with true, accurate, current, and complete information and promptly update such information if it changes;
2. provide any information, records, documentation or consents reasonably requested by Neo or its service providers in connection with access to or use of the Services or any Product;
3. promptly notify Neo of any unauthorized access to, use of, or activity relating to your Account or the Services; and
4. promptly respond to requests, notices, or communications from Neo relating to your Account, the Services, disputes, investigations, or security matters.

The Customer shall not, and shall ensure that its Administrators and End Customers do not

1. use the Platform, Services, or any Product for any unlawful, fraudulent, deceptive, abusive, or unauthorized purpose;

1. attempt to gain, or gain, unauthorized access to any portion or feature of the Platform, including any Account, system or network connected to the Platform or Services, or any server, computer or network used to provide the Services, including through hacking, password mining or any other illegitimate means;
2. probe, scan, or test the vulnerability of the Platform or any network connected to the Platform or Services, or breach the security or authentication measures on the Platform or any network connected to the Platform;
3. transmit, upload or introduce through the Platform any virus, Trojan horse, worm, botnet, spyware, adware, malware or other harmful or malicious code designed to disrupt, damage or adversely affect any software, hardware, system or network;
4. insert any code or product or manipulate the content of the Platform in any way, or use any data mining, data scraping, data gathering or extraction method on the Platform;
5. collect any user information through automated means, including but not limited to, bots, robots, spiders and scrapers, without our prior written permission;
6. infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of Neo or any third party;
7. copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, perform, license, archive, create any derivative works from, or in any way exploit any part of the Platform or any intellectual property, content, or materials made available by Neo on or through the Platform, except for your own Customer Data and except as expressly permitted by these Terms;
8. facilitate or encourage any violation of these Terms or the Additional Terms;
9. use any payment method or payment instrument that you are not authorized to use, or attempt to avoid or circumvent any Fees applicable to the Services or any Product;
10. provide false, incomplete, or misleading information in connection with account creation or identity or authority verification, or otherwise attempt to circumvent any eligibility requirements, access controls, seat or usage limitations, or Fees applicable to the Services or any Product;
11. use the Platform, Services, or any Product in connection with sanctions evasion, fraud, or any other unlawful activity, or in violation of applicable export control, data protection, or other applicable laws;
12. post, transmit or otherwise make available through the Platform any content that is unlawful, defamatory, infringing, deceptive or otherwise violates the legal rights of Neo, another user or any third party;
13. sell, transfer, or assign your Account to any other person without our prior written consent;
14. reverse engineer, decompile or disassemble the Platform or any Product, except to the extent such restriction is prohibited by applicable law;
15. use the Platform or Services in a manner that materially interferes with, disrupts or adversely affects the integrity, security or performance of the Platform, Services or any other customer's use of them;
16. use Friday or any other AI-Enabled Feature (defined below) to generate, or attempt to generate, unlawful, infringing, harmful, deceptive, or misleading content, or to make automated decisions producing legal or similarly significant effects on individuals without appropriate human oversight;
17. input into Friday or any AI-Enabled Feature any content or data that you are not authorized to use or disclose, or that you are prohibited from processing under applicable law or any third-party obligation; and
18. use the Products, or any output of the AI-Enabled Features, to develop, train, or improve a competing product or model, or to reverse engineer or extract the underlying models, except to the extent this restriction is prohibited by applicable law.

To the extent permitted by applicable law, Neo may monitor the use and operation of the Platform and Services and may access, use or disclose information relating to the Accounts and use of the Services where reasonably necessary to operate, support, secure or improve the Services, enforce these Terms, detect or prevent fraud or abuse, investigate security incidents, or comply with applicable law. Any processing of personal data shall be undertaken in accordance with the Privacy Policy and applicable law. Such activities may include

1. complying with applicable law, a subpoena or other valid legal process, responding to a governmental request, or cooperating with law enforcement where Neo reasonably believes such action is required or permitted by law;

1. enforce these Terms, including to investigate potential violations;
2. protecting the safety, integrity, rights or security of Neo, the Customer, End Customers, the Services, Neo's systems or any third party; or
3. detect, prevent, or otherwise address fraud, security, or technical issues related to our Services or the services of our service providers.

Neo's right to monitor the Platform and Services does not create an obligation to monitor any particular activity, content or communication unless otherwise required by applicable law. Neo does not guarantee that it will detect, prevent or take action with respect to any particular unlawful, unauthorized or inappropriate activity. Nothing in this Section limits any obligation of Neo under applicable law or any applicable Additional Terms

The Platform and Services may enable you to access, use or otherwise interact with services, products, content, or functionality provided by third parties ("Third-Party Services"). Neo also relies on third-party service providers to operate the Platform, which currently include cloud infrastructure providers (such as AWS), payment processors (such as Stripe), authentication providers (Microsoft and Google OIDC), AI model providers (such as OpenAI and Anthropic), and customer-support tooling. This list of providers may change over time as the Platform evolves. Where you enable integrations (including for Friday), you authorize Neo to access and process the data made available through those integrations for the purpose of providing the Services

Your access to and use of any Third-Party Services may be subject to separate terms, conditions, privacy policies, and other agreements imposed by the applicable provider of Third-Party Services. Neo does not control and is not responsible for any Third-Party Services, including their availability, accuracy, or security. Neo may, at any time and without liability to you, modify, suspend, discontinue, or remove any Third-Party Services or integrations available through the Platform, with or without notice

Neo is not responsible for any act or omission of a third-party provider or for any loss or damage arising from the Customer's or an End Customer's use of, reliance on or transaction with a Third-Party Service, except to the extent such liability cannot be excluded under applicable law. Any transaction or contractual relationship between you and a third-party provider is solely between you and that provider

AI-Enabled Features. Certain features of the Platform, including Friday, use artificial intelligence, machine learning, and similar technologies ("AI-Enabled Features"). AI-Enabled Features may be used to assist with content generation and summarization, task and workflow planning and automation, information retrieval, document analysis, drafting, or updating, the operation of AI agents, and answering user queries based on data the relevant End Customer is authorized to access, and may draw on data provided by you, your connectors and integrations, and third-party AI model providers. Please review the Friday Terms/AI Terms for further information \[please insert link herein\]

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES, PRODUCTS, AI-ENABLED FEATURES AND ANY CONTENT OR MATERIALS PROVIDED BY NEO THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. NEO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE. NEO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT OF THE AI-ENABLED FEATURES WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NEO OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY SET OUT IN THESE TERMS OR THE APPLICABLE ADDITIONAL TERMS. NOTHING IN THIS SECTION EXCLUDES OR RESTRICTS ANY WARRANTY, RIGHT OR OBLIGATION THAT CANNOT BE EXCLUDED OR RESTRICTED UNDER APPLICABLE LAW

Any information or output made available through the Platform, the Services, or the AI-Enabled Features is provided for general informational purposes only and does not constitute legal, financial, tax, or other professional advice. No advice or information, whether oral or written, obtained from Neo or through the Platform shall create any warranty not expressly stated in these Terms. Your use of the Platform, Services, any AI-Enabled Features, and any Third-Party Services is at your sole discretion and risk

All rights, title, and interest in and to the Platform and Services, including text, graphics, software, photographs and other images, videos, sounds, trademarks, and service marks, are owned by or otherwise licensed to Neo. Subject to your compliance with these Terms and Additional Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to use the Services in accordance with these Terms and Additional Terms

All names, whether or not appearing with the trademark symbol, are trademarks that belong to us unless otherwise stated by us. The use or misuse of these trademarks or any other materials, except as permitted in these Terms, is expressly prohibited and may be in violation of copyright law, trademark law, and any other applicable law. Except as stated in these Terms, nothing in these Terms shall be construed as conferring any right in or license to our or any third party's intellectual property rights

Customer Data. The Customer and its End Customers retain all rights, title, and interest in and to the content, materials, data, files, and documents that the Customer and/or your End Customers upload to, create in, or otherwise make available through the Services, including through any Product (collectively, "Customer Data"). Except to the extent necessary to provide the Services or as otherwise permitted in these Terms, Neo does not acquire any rights, title, or interest in the Customer Data. You grant Neo a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and otherwise use the Customer Data solely to the extent necessary to provide, maintain, support, secure, and improve the Platform, Services, and Products, to enable the AI-Enabled Features and connectors you configure, and to comply with applicable law

You may, from time to time, submit suggestions and other feedback, including bug reports, relating to the Services and/or the Platform either of your own accord or at our request ("Feedback"). You hereby assign to Neo all rights, title and interest, including all intellectual property rights, in and to the Feedback, and acknowledge and agree that Neo may use, copy, modify, disclose, publish, display, distribute and otherwise exploit the Feedback for any purpose. In the event Neo uses, copies, discloses, publishes, displays, distributes, and/or exploits the Feedback ("Work"), you agree and acknowledge that Neo shall own all intellectual property in relation to such Work and can do so without any attribution to you. To the extent that Neo is not considered the owner of Work(s) under any applicable law, you hereby assign all rights, title, and interest in Work to Neo. Such assignment in favor of Neo is on a worldwide, enterprise-wide, perpetual, unconditional, fully paid-up and royalty-free basis

To the extent the assignment is not effective under applicable law, you hereby grant a worldwide, enterprise-wide, perpetual, irrevocable, fully paid-up, royalty-free, unconditional unlimited right and license to use the intellectual property rights in the Work to Neo and further to modify, improve, interpret, compile, recompile and further license the intellectual property rights provided in the Work for any purpose of Neo and without identifying you or seeking your consent. Notwithstanding anything under applicable law, you agree and acknowledge that the intellectual property rights in Works assigned and/or licensed to Neo pursuant to this Section shall not revert to you or lapse merely by efflux of time or Neo's failure to exercise its rights

The Customer represents and warrants that

1. it has the full legal right, power and authority to enter into, perform and be bound by these Terms and any applicable Additional Terms;

1. it and its End Customers satisfy all eligibility criteria applicable to the Products they access or use, and each End Customer has been duly authorized to access and use the Services on the Customer's behalf;
2. it shall, and shall ensure that its Administrators and End Customers, comply with all laws applicable to their access to and use of the Services;
3. neither the Customer nor any of its Administrators or End Customers is a person or entity that is the target of applicable economic or trade sanctions or export-control restrictions, or is organized or ordinarily resident in a country or territory subject to comprehensive sanctions that prohibit the relevant access to or use of the Services;
4. it is not accessing or using the Services on behalf of, or for the benefit of, any person or entity where doing so would violate applicable sanctions or export-control laws;
5. it is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization and has the authority to conduct its business as it relates to its use of the Services;
6. its entry into and performance of these Terms and the applicable Additional Terms does not violate any law or binding contractual obligation applicable to the Customer;
7. it shall use the Products and Services for its internal business purposes and in accordance with these Terms and the applicable Additional Terms; and
8. it has, and will maintain, all rights, permissions, notices, consents and lawful bases necessary to provide Customer Data to Neo and to authorize Neo and its service providers to host, process and otherwise use Customer Data as contemplated by these Terms and the applicable Additional Terms.

To the extent permitted by applicable law, you agree to indemnify, defend, and hold Neo, its affiliates, and their respective officers, directors, agents, employees, representatives and licensors (each, an "Indemnified Party") harmless from and against any or all claims, demands, suits, judicial proceedings, losses, liabilities, damages and costs (including but not limited to any attorney's fees, damages, liabilities and settlements) due to or arising out of

1. unauthorized, fraudulent, or wilful misuse of the Platform or any Service by you;

1. violation of these Terms and/or Additional Terms by you;
2. violation of any third-party rights by you;
3. violation of applicable law in connection with your use of the Platform and Services;
4. any transaction, instruction, or communication made using your Account credentials; and
5. your gross negligence, wilful misconduct, or fraud; and
6. your Customer Data, or your use of or reliance on any output of the AI-Enabled Features, including any claim that the same infringes or misappropriates the rights of any third party or violates applicable law; and
7. any input provided by the Customer or its End Customers to the AI-Enabled Features, including any claim that such input infringes, misappropriates, or otherwise violates the intellectual property or other rights of any third party.

Neo will promptly notify you of any claim for which it seeks indemnification and will reasonably cooperate with you in the defence of such claim. You will not settle any claim that imposes obligations on any Indemnified Party without Neo's prior written consent. Neo reserves the right, at its election and at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with Neo in the defence of such matter and not to settle any such claim without Neo's prior written consent

To the fullest extent permitted under applicable laws, in no event shall Neo, its affiliates, officers, employees, directors, agents, contractors, partners, suppliers, or licensors be liable to you or any third party for any special, indirect, incidental, consequential, punitive, or exemplary (including without limitation lost business opportunities, loss of profits (including anticipated profits)) damages or any other pecuniary or non-pecuniary losses including but not limited to breach or loss of data, goodwill, or any other intangible loss, regardless of whether we have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action or any other claim arising out of or relating to

1. your access to, use of, or inability to access or use the Platform and/or the Services;

1. any act, omission, misrepresentation, misconduct, or unlawful conduct of any third party, including other users, advertisers, or service providers in relation to or through the Platform;
2. any unauthorized access to, use of, or alteration of your transmissions or content on the Platform; or
3. any errors, omissions, delays, interruptions, defects, or failures in any Service or content provided on or through the Platform, whether caused by a technical malfunction or otherwise.

Unless restricted under applicable law, the maximum aggregate liability of Neo for any and all claims arising out of or in connection with these Terms shall not exceed the total Fees paid or payable by the Customer to Neo for the Services in the twelve (12) months preceding the event giving rise to the claim, or such other cap as is set out in the Additional Terms

Notwithstanding anything to the contrary in this Section, nothing in these Terms excludes or limits either party's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot be excluded or limited under applicable law

These Terms become effective when the Customer accepts or otherwise agrees to these Terms, subscribes to a Product, or first accesses or uses the Services, whichever occurs first, and continue until terminated in accordance with this Section. These Terms remain in effect for so long as the Customer maintains an active Account, has an active subscription or other right to use any Product, or otherwise continues to access or use any portion of the Platform or Services. Cancellation, closure or suspension of one Product does not terminate these Terms with respect to any other active Product, Service or outstanding obligation

Termination by Customer

Subject to any minimum commitment period or other cancellation terms expressly set out in the applicable Additional Terms, the Customer may cancel its subscription to any Product at any time. As of the effective date of these Terms, no minimum commitment period or fixed subscription term applies through its Admin Account or such other cancellation mechanism as Neo may make available from time to time

Unless otherwise specified in the Additional Terms, cancellation shall take effect at the end of the then-current billing period. The Customer shall remain entitled to access and use the applicable Product until the effective date of cancellation, and no refund, credit or prorated adjustment shall be made in respect of any Fees paid or payable for the then-current billing period. Where the Customer subscribes to more than one Product, the Customer may cancel its subscription to one or more Products while maintaining its subscription to the remaining Products

An End Customer may suspend or delete their individual account, subject to the functionality made available through the Platform. Where such functionality is not made available directly to an End Customer, the End Customer may request the Customer or an Administrator to suspend, delete or remove their account, and the Customer or Administrator may take such action through the administrative functionality made available through the Platform. The Customer shall be responsible for managing and actioning such requests from its End Customers. The suspension, deletion or removal of an End Customer shall not, by itself, cancel the Customer's subscription, reduce the number of billable seats for the then-current billing period, or entitle the Customer or End Customer to any refund or credit. Any paid seat that becomes available as a result of such suspension, deletion or removal may be reassigned in accordance with these Terms

Any unused Friday Balance, prepaid usage amount or usage credits remaining upon cancellation or termination shall be non-refundable, except to the extent otherwise required by applicable law

Termination or Suspension by Neo. We reserve the right to suspend and/or terminate your access or use of the Platform, Services, Account, or any Product, or any portion thereof, immediately and at any point, with or without notice (unless required by applicable law), at our sole discretion, if

1. the Customer, an Administrator or an End Customer violates these Terms or the applicable Additional Terms;
2. the Customer or an End Customer does not satisfy or maintain the eligibility criteria applicable to the Services or a particular Product;
3. Neo reasonably suspects fraudulent, unauthorized, unlawful or abusive activity, misuse of an AI-Enabled Feature, or an actual or suspected security incident relating to an Account;
4. the Customer fails to pay any Fees when due;
5. the Customer fails to provide or maintain information required under these Terms or such information is materially inaccurate, incomplete or outdated;
6. Neo is required or directed to do so by applicable law, a court, governmental authority or other competent authority;
7. the Customer's or an End Customer's use of the Platform or Services may expose Neo, the Services or any third party to material legal, regulatory, security, operational or reputational risk;
8. the Customer's Account remains inactive for a period specified in these Terms or the applicable Additional Terms;
9. a third-party service or underlying agreement material to the provision of a Product is suspended, discontinued, terminated or otherwise becomes unavailable;
10. continued access may adversely affect the security, integrity or availability of the Services or another customer's use of the Services, or a temporary suspension is reasonably necessary for maintenance, security or compliance purposes; or
11. the Customer or any guarantor or parent entity of the Customer becomes insolvent, enters administration, liquidation, receivership, or bankruptcy proceedings, or makes any assignment for the benefit of creditors, or Neo reasonably believes that any of the foregoing is imminent.

Where reasonably practicable, Neo will provide notice of a suspension or termination and, where the relevant issue is capable of cure, may provide a reasonable opportunity to cure before termination. Neo may act immediately where delay could create legal, regulatory, security or operational risk, where required by law or a competent authority, or where the breach is not capable of cure. To the maximum extent permitted by applicable law, Neo shall not be liable solely as a result of a suspension or termination undertaken in accordance with these Terms

The Customer shall remain responsible for all Fees and other amounts accrued or payable through the effective date of cancellation or termination, together with any amounts that remain payable under an applicable minimum commitment or other Additional Terms

Subject to Additional Terms, upon termination or suspension

1. your right to access and use the Platform, Services, and any applicable Products may immediately cease;

1. Neo may block, limit, or terminate access to any Product or related functionality, cancel or reverse pending transactions, and take such other actions as are necessary to comply with applicable law and/or the Terms;
2. any outstanding Fees and other amounts owed by you shall remain due and payable in accordance with these Terms and the Additional Terms, and termination does not relieve you of any obligation incurred prior to the effective date of termination; and
3. Neo may retain, delete, or continue to process information associated with your Admin Account as required or permitted under applicable law, our Privacy Policy, and internal compliance, audit, fraud prevention, and record retention requirements.

Upon the effective date of termination or expiry of the Customer's subscription to a Product, the Customer's and its End Customers' right to access and use that Product shall cease. Where all Products subscribed to by the Customer have been terminated or expired, access to the Platform and Services may also be disabled, subject to any limited access that Neo may make available solely for the purpose of exporting or retrieving Customer Data

Following termination or expiry, Neo may retain Customer Data for up to 30 (thirty) days to facilitate data export, retrieval or recovery. During that period, Neo may provide the Customer with such limited access or export functionality as Neo makes available for this purpose. After the applicable retention period, Neo may securely delete or anonymize Customer Data in accordance with its data-retention policies and applicable law, without any liability to the Customer or any End Customer, unless Neo is required or permitted by applicable law or the applicable Additional Terms to retain such Customer Data for a longer period. The Customer is solely responsible for retrieving its Customer Data prior to the expiry of the retention period

These Terms, the Additional Terms, and any dispute, claim or controversy arising out of or in connection with these Terms, the Additional Terms shall be governed by and construed in accordance with the laws of Mumbai, India, without regard to its conflict of laws principles

Any dispute, controversy or claim arising out of or relating to these Terms, the Additional Terms, the Platform or the Services, including any question regarding their existence, validity, interpretation, performance, breach or termination ("Dispute"), shall be referred to and resolved by arbitration administered by the Mumbai Centre For International Arbitration ("MCIA") in accordance with MCIA Rules, which rules are deemed to be incorporated by reference into this Clause

The seat of arbitration shall be Mumbai. The tribunal shall consist of 1 (one) arbitrator appointed in accordance with MCIA Rules. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties

Notwithstanding Clause 17.1, either party may seek interim relief from any court of competent jurisdiction

To the extent permitted by applicable law, the parties shall keep confidential the existence of any arbitration, all information and materials disclosed in connection with the arbitration, and any award or decision rendered in connection with the arbitration, except where disclosure is required by applicable law

Unless expressly set out in the applicable Additional Terms, Neo does not provide any guaranteed service level, uptime commitment, support response time or resolution time in respect of the Platform or Services. Any service levels, service credits or support commitments applicable to a Product shall be governed exclusively by the applicable Additional Terms. Where the applicable Additional Terms provide for service credits, such credits shall be the Customer's sole and exclusive remedy for Neo's failure to meet the relevant service level, unless those Additional Terms expressly provide otherwise

Entire Agreement. These Terms, together with Additional Terms, constitute the entire agreement between you and us with respect to your use of the Services, the Platform, and an applicable Product, and supersedes all prior or contemporaneous written or oral communications relating to such matters between us

Survival. The provisions of these Terms that, by their nature, are intended to survive termination or expiration shall so survive, including without limitation those relating to intellectual property, liability, indemnification, payment obligations, disclaimers and warranties, governing law, dispute resolution and arbitration, privacy and data use, and any other provisions which, by their terms or intent, extend beyond the termination or expiration of these Terms

Severability. If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Section, in which case the entirety of the relevant provision will be deemed to be deleted)

Waiver. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Every right or remedy herein conferred upon or reserved by either party shall be cumulative and shall be in addition to every right and remedy existing under contract, law or equity, and the pursuit of any one right or remedy shall not be construed as an election

Force Majeure. You agree that we shall not be liable for any breach of these Terms if such breach is caused by an event that is unforeseeable and beyond our reasonable control such as, depending on the circumstances, unavailability of any communication system, breach or virus in our system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, unauthorized access to computer data and storage devices, or computer crashes ("Force Majeure Event"). In such circumstances, we will be entitled to a reasonable extension of time to fulfil our obligations and shall take commercially reasonable methods to inform you of the Force Majeure Event and use all reasonable endeavours to mitigate the effects of the Force Majeure Event

Notices. Any notice required or authorized to be given under these Terms shall be in writing and may be provided (a) to Neo by sending an email to legal@neo.work marked for the attention of the Legal team; and (b) to you by sending an email to the email ID that you provided while creating the Account. A notice shall be effective from the day it was received, and if not received during a business day, then from the recipient's next business day

Assignment. The Customer may not assign, transfer, delegate, or sublicense these Terms, or any of its rights or obligations hereunder, whether by operation of law or otherwise, without Neo's prior written consent, and any purported assignment in violation of this Section shall be void. Neo may assign these Terms, or any of its rights or obligations hereunder, in whole or in part, without the Customer's consent, including to any affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity

Modifications. We reserve the right to modify these Terms and Additional Terms at any time. Except where a different notice period is required by applicable law, such modifications will become effective when posted on the Platform or otherwise notified to you. We may also communicate such modifications to you if required by applicable law through one or more of the following methods: (a) a notification sent to the email address associated with your Account; (b) a notice displayed within the Platform; or (c) such other means as Neo may determine from time to time. In the event you do not agree with any of the changes, please do not continue to access and/or use our Services and our Platform

Regulatory Changes. You acknowledge and agree that we may have to modify the Services or the Platform to comply with applicable laws. As a result of this, you may be unable to access or use all or any part of the Services or the Platform. We shall not be liable to you for such inability to use the Services or the Platform pursuant to our compliance with applicable laws

If you have any questions, complaints or other queries regarding the Platform, you may contact us at support@neo.work or by selecting the "Contact Us" option on the Platform

We may also provide live chat, or other contact methods through the Services through which you can communicate with us. Please note that email or electronic communications may not be secure; do not include sensitive personal or confidential information, such as passwords or payment card details, in any correspondence