Terms of Service

1. Who we are

Neuralgents (“Neuralgents,” “we,” “us,” or “our”) is a registered fictitious name (DBA) of ITP360 LLC, the contracting legal entity. These Terms of Service (the “Terms”) form a binding agreement between ITP360 LLC and the business or person that subscribes to or uses our services (“you,” the “Customer”).

By signing an order form, clicking to accept, or using the Services, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

2. Definitions

• Platform — the private software environment we deploy for you, including the database, backend, integrations, and the agent runtime, provisioned for your exclusive use.
• Agent — an AI employee (for example, Receptionist, CPA, Sales, Dispatch, Collections, or Chief of Staff) that operates within your Platform.
• Services — deployment, hosting, operation, support, and ongoing evolution of your Platform and Agents, collectively offered as Software Development as a Service (“SDaaS”).
• Customer Data — all data you, your users, or your end customers submit to, or that the Platform generates on your behalf, including call recordings, transcripts, contacts, tickets, invoices, and records.

3. The Services

We deploy your private Platform with your chosen Agent live in 30 days or less, then host, operate, maintain, and continue to develop it for you under an ongoing subscription. We may update, improve, or modify the underlying software and infrastructure at any time, provided we do not materially reduce the core functionality you subscribe to.

Service levels, uptime targets, support response times, and any deployment timelines are described in your order form or an applicable service-level schedule. Timelines depend on your timely cooperation, including access to systems, content, and approvals.

4. Ownership

You own your Platform and your Customer Data. As between the parties, you retain all right, title, and interest in the Platform instance deployed for you and in your Customer Data. We will not sell your Customer Data, and we will return or hand it over on the terms in Section 11.

We retain all right, title, and interest in our pre-existing and underlying intellectual property — including our source frameworks, agent runtime, tooling, libraries, deployment automation, and any general improvements — none of which is exclusive to you. We grant you a non-exclusive, non-transferable license to use that underlying technology solely as part of the Services for the duration of your subscription.

5. Accounts and eligibility

You must provide accurate information and keep your account credentials secure. You are responsible for all activity under your accounts and for your users’ compliance with these Terms. The Services are intended for business use by organizations and individuals who are at least 18 years old.

6. Acceptable use

You agree not to, and not to permit any user or end customer to:

• use the Services in violation of any law, including telemarketing, calling, recording, and consumer-protection laws;
• upload or process content you lack the right to use, or that infringes third-party rights;
• send unlawful, deceptive, harassing, or unsolicited communications through the Agents;
• attempt to access, probe, or disrupt the infrastructure of other customers or the shared fleet;
• reverse engineer, resell, or sublicense our underlying technology except as permitted in Section 4.

7. AI Agents and automated communications

The Agents generate output using artificial intelligence and large language models. AI output can be inaccurate, incomplete, or unsuitable for a given purpose. You are responsible for reviewing and supervising Agent activity and for any decisions you make based on it. The Agents are tools that assist your business; they are not a substitute for professional, legal, financial, or tax advice.

Where an Agent places or answers calls, sends messages, or records communications, you are responsible for providing required notices and obtaining any consents required in the jurisdictions where you and your end customers are located. You instruct us to operate the Agents on your behalf and represent that you have the authority and consents to do so.

8. Third-party services

The Platform integrates third-party services — including telephony, payment processing, email, and cloud infrastructure providers — to deliver functionality. Your use of those services may be subject to their own terms. We are not responsible for third-party services, and their availability is outside our control.

9. Fees and billing

You agree to pay the fees stated in your order form. Agents are priced individually and billed together as a single recurring “SDaaS — Month YYYY” line item. Unless stated otherwise, fees are billed monthly in advance through our payment processor, are non-refundable, and are exclusive of taxes, which you are responsible for.

We may change pricing on renewal with at least 30 days’ notice. Past-due amounts may accrue interest and result in suspension of the Services after notice.

10. Term and termination

These Terms apply for as long as you use the Services. Either party may terminate as set out in the order form, or for the other party’s material breach that is not cured within 30 days of written notice. We may suspend the Services immediately if your use poses a security risk, violates Section 6, or for non-payment after notice.

11. Effect of termination and data portability

Because you own your Platform and Customer Data, on termination we will, at your request made within 30 days, provide a reasonable export of your Customer Data and cooperate on a commercially reasonable transition. After the export window, we may delete Customer Data held in our operational systems, subject to legal retention requirements and our backup cycles. The Data Processing Addendum governs deletion of personal data.

12. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to those who need to know and are bound by similar obligations.

13. Warranties and disclaimers

We will provide the Services with reasonable skill and care. Except as expressly stated, the Services are provided “as is” and “as available,” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that AI output will be accurate, error-free, or uninterrupted.

14. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Our aggregate liability arising out of or relating to the Services will not exceed the fees you paid us in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations or either party’s indemnification obligations.

15. Indemnification

You will defend and indemnify ITP360 LLC against third-party claims arising from your Customer Data, your use of the Services in violation of these Terms or law, or the communications your Agents send on your behalf. We will defend and indemnify you against third-party claims that our underlying technology, used as permitted, infringes their intellectual property rights.

16. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will provide notice by email or through the Services. Your continued use after the effective date means you accept the updated Terms.

17. Governing law and disputes

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The state and federal courts located in Florida will have exclusive jurisdiction over any dispute, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

18. Contact

Questions about these Terms? Email support@neuralgents.com. Notices to ITP360 LLC should be sent to the same address with a copy to billing@neuralgents.com.