At a glance
- You own your data. We get only the narrow licence we need to run the Service for you.
- We will never train a shared model on your data — that promise is contractual, and breaching it is excluded from our liability cap.
- Upgrades take effect immediately; downgrades and cancellations take effect at the end of your billing period.
- On termination you get 30 days to export everything, then we delete it.
- Enterprise customers can negotiate an Order Form that overrides most of this, including service levels and liability caps.
01 Agreement and acceptance
These Terms and Conditions (“Terms”) are a binding agreement between Neatlogs Inc., a Delaware corporation with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, United States (“Neatlogs”, “we”, “us”), and the entity or person that creates an account, signs an Order Form, or otherwise accesses the Service (“Customer”, “you”).
You accept these Terms by clicking to accept, by signing an Order Form that references them, or by accessing or using the Service. If you accept on behalf of an organisation, you represent that you have authority to bind it, and “Customer” means that organisation.
If you do not have that authority, or you do not agree, do not use the Service.
Individual users of the Service are additionally bound by the User Agreement. Our handling of personal data is described in the Privacy Policy.
02 Definitions
- Affiliate
- Any entity controlling, controlled by, or under common control with a party, where control means ownership of more than 50% of voting interests.
- Customer Data
- All data, content and information submitted to or generated in the Service by or for Customer, including traces, spans, prompts, completions, tool calls, evaluations, attachments, annotations, comments and configuration. Also referred to as Customer Content in the Privacy Policy.
- Documentation
- The technical and user documentation Neatlogs makes generally available for the Service.
- DPA
- The Data Processing Addendum between the parties governing processing of personal data, incorporating the Standard Contractual Clauses.
- Order Form
- An ordering document or online checkout executed by the parties that specifies the plan, quantities, fees and term.
- Service
- The Neatlogs AI agent observability platform, including the web application, APIs, SDKs, command-line tools, integrations and Documentation, and any Neatlogs-provided AI features.
- Span
- A single instrumented unit of work recorded in a trace, and the primary unit by which usage is metered.
- Subscription Term
- The period stated in an Order Form, or for self-serve plans the recurring billing period then in effect.
- User
- An individual authorised by Customer to access the Service under Customer's account, including employees, contractors and Affiliate personnel.
03 Structure and order of precedence
The agreement between the parties consists of these Terms and any documents incorporated by reference. Where there is a conflict, the following order applies, highest first:
- a mutually executed Order Form or enterprise agreement, for the subject matter it addresses;
- the Data Processing Addendum, in respect of the processing of personal data;
- these Terms and Conditions;
- the User Agreement, in respect of individual User conduct;
- the Privacy Policy and the Documentation.
Terms in a Customer purchase order, vendor portal, or other Customer-issued document are of no effect and are expressly rejected, unless signed by an authorised officer of Neatlogs.
04 The Service
4.1 What we provide
Neatlogs provides an observability and debugging platform for AI agents. Subject to these Terms and payment of applicable fees, Neatlogs grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Service for Customer's internal business purposes, and to permit its Users and Affiliates to do the same.
4.2 What we may change
We improve the Service continuously and may modify features, provided we do not materially reduce the core functionality Customer is paying for during a paid Subscription Term. If we do materially reduce it, Customer may terminate the affected subscription on notice and receive a pro-rata refund of prepaid, unused fees. Deprecations of generally available features are announced at least ninety (90) days in advance to account administrators.
4.3 Beta and preview features
Features labelled beta, preview, alpha or experimental are provided as is, may be changed or withdrawn at any time, are excluded from service level commitments, support obligations and the warranties in section 17, and are Neatlogs Confidential Information. Use them at your discretion, and not for production-critical workloads.
4.4 Third-party integrations
The Service can connect to third-party tools and model providers that Customer chooses. Those services are not part of the Service, we do not control or warrant them, and Customer's use of them is governed by Customer's own agreement with the relevant provider. If a third-party service becomes unavailable or changes its interface, we may discontinue the corresponding integration without liability.
05 Accounts, plans and trials
5.1 Accounts
Customer is responsible for the accuracy of its account information, for all activity under its account, for maintaining the confidentiality of credentials and API keys, and for ensuring that its Users comply with the User Agreement. Customer must notify us promptly at security@neatlogs.com of any suspected unauthorised access.
5.2 Plans and entitlements
The Service is offered on Free, Starter, Pro and Enterprise plans. Each plan carries entitlements — included span volume, data retention period, user and project limits, and feature access — described on our Pricing page or in an Order Form. Enterprise entitlements are set by Order Form and override the published catalogue.
5.3 Free plan
The Free plan is provided at no charge and, notwithstanding anything else in these Terms, is provided as is and without warranty, support commitment or service level. We may change, limit or discontinue the Free plan at any time. Ingestion above the Free plan's included volume may be capped.
5.4 Trials
We offer a fourteen (14) day trial of Starter and Pro plans without requiring a payment card. At the end of a trial, unless Customer subscribes to a paid plan, the account converts to the Free plan and Free plan entitlements — including its shorter retention window — begin to apply. Trial promotional credits expire at the end of the trial and have no cash value.
5.5 Plan changes
Upgrades take effect immediately, with fees prorated for the remainder of the billing period. Downgrades and cancellations take effect at the end of the current billing period; we do not refund the remainder of a paid period on a self-serve downgrade. After a downgrade, existing Customer Data is preserved subject to the retention period of the new plan, but growth beyond the new plan's limits is blocked.
06 Fees, billing and taxes
6.1 Fees and payment
Customer pays the fees stated on the Pricing page or in the Order Form. Self-serve subscriptions are billed in advance for each billing period through our payment processor, Stripe, Inc., using the payment method on file, and Customer authorises recurring charges. Enterprise customers may be invoiced, with payment due net thirty (30) days from the invoice date unless the Order Form says otherwise. All fees are stated and payable in US dollars.
6.2 Usage-based charges
Certain charges depend on usage — principally spans ingested, AI evaluation units consumed, and hosted-AI credits. Neatlogs' metering records are the authoritative measure of usage, and are available to Customer in the application. Span overage is sold in packs; overage is calculated and settled monthly, including where the base plan is billed annually.
6.3 Credits and bring-your-own-key
Prepaid AI credits are consumed when model work begins, are non-refundable, and are not redeemable for cash. Where Customer supplies its own model provider credentials, requests routed with those credentials do not consume Neatlogs credits, and Customer is solely responsible for charges incurred with that provider. Credits are frozen — not forfeited — if an account moves to the Free plan.
6.4 Taxes
Fees exclude taxes. Customer is responsible for all sales, use, VAT, GST, withholding and similar taxes, excluding taxes on Neatlogs' net income. Where tax is determined at checkout, it is calculated by our payment processor's tax service. If Customer is exempt, it must provide a valid exemption certificate in advance.
6.5 Late payment and grace
If a payment fails, we will attempt to notify Customer and allow a grace period of seven (7) days before suspending paid execution. During suspension, read access to existing data is retained where practicable. Undisputed amounts more than thirty (30) days overdue may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may recover reasonable costs of collection.
6.6 Disputes
Customer must notify us in writing of any billing dispute within thirty (30) days of the invoice or charge date, and must pay all undisputed amounts on time. We will not suspend the Service for a good-faith disputed amount while the parties work in good faith to resolve it.
6.7 Price changes
We may change pricing on at least thirty (30) days' notice, effective at the start of Customer's next billing period. For a committed Subscription Term under an Order Form, pricing is fixed for that term.
6.8 Refunds
Except where these Terms expressly provide otherwise, fees are non-refundable and payment obligations are non-cancellable. Nothing in this section limits any refund required by applicable law.
07 Customer Data and licence
7.1 Ownership
As between the parties, Customer owns all right, title and interest in and to Customer Data. Neatlogs acquires no ownership interest in it.
7.2 Licence to Neatlogs
Customer grants Neatlogs a limited, non-exclusive, worldwide, royalty-free licence to host, store, transmit, index, reproduce, display, and otherwise process Customer Data solely to the extent necessary to: (a) provide, secure and support the Service to Customer; (b) perform the operations Customer configures, such as queries, evaluations and alerts; (c) prevent or address technical or security problems; and (d) comply with law. This licence exists only for the term of the agreement plus the retention period in section 16, and grants no right to use Customer Data for any other purpose.
7.3 Customer responsibilities
Customer represents that it has all rights, consents and lawful bases necessary to submit Customer Data to the Service and to authorise its processing under these Terms. Customer is responsible for the accuracy, quality and legality of Customer Data, and for deciding what data its instrumentation transmits. Customer must not submit prohibited data as described in the User Agreement.
7.4 Aggregated statistics
Neatlogs may create and use aggregated, de-identified statistical data derived from operation of the Service — such as total volumes, latency distributions and feature-adoption counts — for capacity planning, usage metering, security, and improving the Service. Such data will never identify Customer, any User, any end user, or the content of any Customer Data, and Neatlogs will not attempt to re-identify it or disclose it in a form that identifies Customer.
08 AI features and model training
8.1 The commitment
Neatlogs will not use Customer Data to train, fine-tune, or otherwise improve any model that is made available to, or used to serve, any other customer. This applies to foundation and general-purpose models, and to any shared classifier, evaluator or other model offered as part of the Service to our customer base. Neatlogs will contractually require the same of any model provider it engages on Customer's behalf.
A breach of this section 8.1 is excluded from the liability cap in section 19.2.
8.2 Customer-specific models
Where the parties agree that Neatlogs will build a custom classifier or similar model for Customer using Customer Data, that model is built for and used solely to serve Customer. It will not be made available to, reused for, or incorporated into any model serving another customer. Unless Customer instructs otherwise in writing, the model and its training artefacts are deleted with Customer Data under section 16.
8.3 Model providers
Where Customer uses Neatlogs-provided AI credits, Neatlogs routes requests to the model providers identified as sub-processors in the Privacy Policy. Where Customer configures its own provider credentials, Neatlogs transmits the request to the provider Customer designates under Customer's own agreement with that provider, and that provider is not a Neatlogs sub-processor.
8.4 Nature of AI output
AI-generated output — summaries, classifications, evaluations, suggested fixes — is probabilistic and may be incorrect. It is provided as an engineering aid, not as professional advice or a guaranteed result. Customer is responsible for reviewing output before relying on it, and must not use the Service as the sole basis for a decision with legal or safety consequences. Neatlogs makes no warranty as to the accuracy of AI-generated output.
8.5 Disabling AI features
AI features are optional and can be disabled at the organisation level. If disabled, Neatlogs will not transmit Customer Data to any model provider.
09 Data protection and security
9.1 Roles
Where Customer Data contains personal data, Customer is the controller (or, where Customer is itself a processor, the processor) and Neatlogs is the processor acting on Customer's documented instructions. These Terms and the Customer's configuration of the Service constitute those instructions.
9.2 Data Processing Addendum
The DPA is incorporated into these Terms by reference and applies whenever Neatlogs processes personal data on Customer's behalf. It incorporates the EU Standard Contractual Clauses and the UK International Data Transfer Addendum for restricted transfers. In the event of conflict with these Terms in respect of personal data, the DPA prevails. Request a copy for execution at privacy@neatlogs.com.
9.3 Security measures
Neatlogs will maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration and disclosure, as described in the Privacy Policy. Neatlogs will not materially decrease the overall security of the Service during a Subscription Term.
9.4 Incident notification
Neatlogs will notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of a personal data breach affecting Customer Data, and will provide the information reasonably required for Customer to meet its own obligations, together with reasonable cooperation in investigation and remediation.
9.5 Audit and assurance
On reasonable written request, and no more than once in any twelve-month period unless required by a regulator or following a confirmed breach, Neatlogs will provide its then-current security documentation, system description, and control status, and will respond to a reasonable security questionnaire. Enterprise customers may negotiate additional audit rights in an Order Form.
9.6 Compliance posture
Neatlogs operates an information security management system aligned to ISO/IEC 27001:2022 and a SOC 2 (Security and Availability) readiness programme under continuous control monitoring. Neatlogs does not currently hold a completed SOC 2 Type II report or an ISO/IEC 27001 certificate and makes no representation that it does. Current status is available at security@neatlogs.com.
10 Service levels and support
10.1 Availability
Neatlogs will use commercially reasonable efforts to make the Service available. No service level agreement applies to Free, Starter or Pro plans. A contractual uptime commitment, with service credits as the sole and exclusive remedy for failing to meet it, is available to Enterprise customers under an Order Form. Neatlogs currently operates to an internal availability objective of 99.5% monthly uptime; this is an internal operating target and is not a contractual commitment unless stated in an Order Form.
10.2 Maintenance
We may perform maintenance that temporarily affects availability. For planned maintenance expected to cause material disruption we give reasonable advance notice. Emergency maintenance may be performed without notice where necessary to preserve security or integrity.
10.3 Support
Support is provided by email at neatlogs-support@neatlogs.com during business hours. Response targets, escalation paths and any dedicated support arrangements are set out in the Order Form for Enterprise customers. Free plan support is provided on a best-efforts basis only.
11 Intellectual property
11.1 Neatlogs IP
Neatlogs and its licensors own all right, title and interest in and to the Service, including all software, models, interfaces, designs, documentation, and trademarks, and all improvements and derivative works. Except for the limited rights expressly granted in section 4.1, no rights are granted by implication, estoppel or otherwise.
11.2 Restrictions
Customer must not, and must not permit any third party to: (a) copy, modify or create derivative works of the Service; (b) reverse engineer, decompile or attempt to derive source code, except to the extent this restriction is unenforceable under applicable law; (c) rent, lease, sublicense, resell or provide the Service as a service bureau to a third party without our prior written consent; (d) remove or obscure proprietary notices; (e) access the Service to build a competing product or to benchmark it for publication without our prior written consent; or (f) circumvent usage limits, rate limits or access controls.
11.3 Feedback
If Customer or a User provides suggestions, ideas or feedback about the Service, Neatlogs may use them without restriction or obligation. Customer grants Neatlogs a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate such feedback. Feedback is provided voluntarily and Customer is not required to give any.
12 Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or would reasonably be understood to be confidential given its nature and the circumstances. Customer Data is Customer's Confidential Information. The Service, its non-public features, pricing, roadmap, and security documentation are Neatlogs' Confidential Information.
The receiving party will: use the same degree of care it uses for its own confidential information and no less than reasonable care; use Confidential Information only to perform under this agreement; and disclose it only to personnel, Affiliates and advisers with a need to know who are bound by confidentiality obligations at least as protective.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information. If compelled by law to disclose, the receiving party will, where legally permitted, give prompt notice and reasonable cooperation so the disclosing party can seek protective treatment.
Confidentiality obligations survive for three (3) years after termination, and indefinitely for Customer Data and for trade secrets for so long as they remain trade secrets.
13 Publicity and brand use
Publicity and brand rights — including Neatlogs' right to identify Customer as a customer by name and logo, and Customer's right to opt out of that identification at any time — are set out in section 11 of the User Agreement, which is incorporated into these Terms by reference and binds Customer as well as its Users.
Enterprise customers may vary or exclude these rights in an Order Form, and any such variation prevails.
14 Acceptable use and suspension
14.1 Acceptable use
Customer and its Users must comply with the acceptable use provisions of the User Agreement. Customer is responsible for its Users' acts and omissions as if they were its own.
14.2 Suspension
We may suspend all or part of the Service, in whole or as to a particular User, where: (a) there is a material risk to the security, integrity or availability of the Service or another customer; (b) use violates section 14.1 or applicable law; (c) required by law or by a competent authority; or (d) fees remain unpaid after the grace period in section 6.5.
We will give notice before suspending where practicable, will limit the suspension to what is reasonably necessary, and will restore the Service promptly once the cause is resolved. For suspensions under (a) or (c) we may act first and notify promptly afterwards. Suspension does not relieve Customer of payment obligations for the Service as provided.
15 Term and termination
15.1 Term
This agreement starts when Customer first accepts it and continues until all subscriptions have expired or been terminated. Self-serve subscriptions renew automatically for successive billing periods unless cancelled before the end of the current period. Order Form subscriptions renew as stated in the Order Form; where renewal is automatic, either party may give notice of non-renewal at least thirty (30) days before the end of the then-current term.
15.2 Termination for convenience
Customer may cancel a self-serve subscription at any time, effective at the end of the current billing period. Either party may terminate for convenience where no subscription is active.
15.3 Termination for cause
Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice describing it. Either party may terminate immediately if the other becomes insolvent, ceases business, or enters bankruptcy or similar proceedings not dismissed within sixty (60) days.
15.4 Termination by Neatlogs
We may terminate immediately on notice where Customer's use presents a serious and ongoing risk to the Service or to third parties, where required by law, or where Customer has breached section 11.2 or the acceptable use provisions in a manner that is not curable.
16 Effect of termination and data export
On expiry or termination: (a) all rights to access the Service cease; (b) Customer must pay all amounts accrued to the effective date; and (c) each party returns or destroys the other's Confidential Information, subject to routine backup retention and legal requirements.
Neatlogs will retain Customer Data for thirty (30) days after the effective date of termination so that Customer can export it through the application and APIs. After that period, Neatlogs will delete Customer Data from active systems, with residual copies in encrypted backups purged on a rolling cycle not exceeding thirty-five (35) days. Customer may request earlier deletion, or written confirmation of deletion, at privacy@neatlogs.com.
If Neatlogs terminates for cause under section 15.3, Customer is not entitled to a refund. If Customer terminates for Neatlogs' uncured material breach, Neatlogs will refund prepaid, unused fees for the remainder of the Subscription Term.
Sections 2, 6 (for amounts accrued), 7.1, 8.1, 8.2, 11, 12, 16, 17.4, 18, 19, 20, 22 and 23 survive termination.
17 Warranties and disclaimers
17.1 Mutual
Each party warrants that it has the legal power and authority to enter into this agreement and that doing so does not breach any other agreement binding on it.
17.2 Neatlogs warranties
Neatlogs warrants that: (a) the Service will perform materially in accordance with the Documentation; (b) it will not materially decrease the overall security of the Service during a Subscription Term; and (c) it will provide the Service with reasonable skill and care in a professional manner. Customer's exclusive remedy for breach of (a) is for Neatlogs to correct the non-conformity or, failing that within a reasonable period, for Customer to terminate the affected subscription and receive a pro-rata refund of prepaid unused fees.
17.3 Customer warranties
Customer warrants that it has all rights and lawful bases necessary for Customer Data as stated in section 7.3, and that its use of the Service complies with applicable law.
17.4 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN SECTION 17.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEATLOGS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEATLOGS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AGAINST ALL ATTACKS, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE. FREE PLAN, TRIAL, AND BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTY WHATSOEVER.
18 Indemnification
18.1 By Neatlogs
Neatlogs will defend Customer against any third-party claim alleging that the Service, as provided by Neatlogs and used in accordance with this agreement, infringes that third party's patent, copyright, trademark or trade secret, and will pay damages finally awarded or amounts in a settlement Neatlogs approves.
This obligation does not apply to claims arising from Customer Data, from modification of the Service by anyone other than Neatlogs, from combination with products not supplied by Neatlogs where the claim would not have arisen but for the combination, from use after notice to stop, or from Free plan, trial or beta features.
If the Service becomes, or Neatlogs believes it may become, subject to such a claim, Neatlogs may at its option procure the right to continue use, modify or replace the Service so it is non-infringing, or terminate the affected subscription and refund prepaid unused fees. This section states Neatlogs' entire liability and Customer's exclusive remedy for intellectual property infringement.
18.2 By Customer
Customer will defend Neatlogs against any third-party claim arising from Customer Data — including that it infringes a third party's rights, or was submitted without the necessary rights, consents or lawful basis — or from Customer's or its Users' violation of the acceptable use provisions or applicable law, and will pay damages finally awarded or amounts in a settlement Customer approves.
18.3 Procedure
The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (except that it may not settle in a way that imposes a non-indemnified obligation or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense. Delay in notice reduces the indemnity only to the extent of resulting prejudice.
19 Limitation of liability
19.1 Exclusion of indirect damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
19.2 Cap
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NEATLOGS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. FOR THE FREE PLAN, THAT AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).
19.3 Exclusions from the cap
The cap in section 19.2 does not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under section 18; (c) breach of confidentiality obligations under section 12; (d) Neatlogs' breach of the model-training commitment in section 8.1; (e) either party's gross negligence, wilful misconduct or fraud; or (f) any liability that cannot be limited under applicable law.
19.4 Enterprise arrangements
Enterprise customers may negotiate an increased or super-cap for defined categories, including data security incidents, in an Order Form. Where agreed, the Order Form prevails.
19.5 Basis of the bargain
The parties agree that these limitations are a fundamental basis of the bargain and reflect an allocation of risk consistent with the fees charged, and that they apply notwithstanding the failure of any limited remedy of its essential purpose.
20 Compliance, export and sanctions
Each party will comply with applicable laws in performing this agreement, including anti-bribery and anti-corruption laws such as the US Foreign Corrupt Practices Act.
The Service is subject to US export control and economic sanctions laws. Customer represents that it is not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions; that it is not identified on any US government restricted-party list; and that it will not access or use the Service in violation of such laws, or permit any User to do so.
The Service is “commercial computer software” as defined in FAR 12.212 and DFARS 227.7202. US Government end users acquire only the rights set out in this agreement.
21 Changes to these Terms
We may update these Terms. For changes that are material and adverse to Customer, we will give at least thirty (30) days' notice by email to account administrators or by prominent in-product notice, and the change takes effect at the start of Customer's next billing period.
For Customers under a committed Subscription Term in an executed Order Form, the version of these Terms in effect on the Order Form effective date applies for that term, except for changes required by law or necessary to address a security or legal risk.
If Customer objects to a material change, Customer may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid, unused fees. Continued use after the effective date constitutes acceptance. Superseded versions are available on request.
22 Governing law and disputes
This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.
The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, and waive any objection to venue or forum non conveniens. Each party waives any right to a jury trial in any proceeding arising out of this agreement.
Nothing prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. Before filing a claim, the parties will attempt in good faith to resolve the dispute through escalation to senior representatives for thirty (30) days. Any claim must be brought within one (1) year after it accrues, except for claims for non-payment.
23 General provisions
23.1 Assignment
Neither party may assign this agreement without the other's prior written consent, except that either party may assign it in its entirety, on notice and without consent, to a successor in connection with a merger, acquisition, reorganisation or sale of substantially all assets. Any other attempted assignment is void.
23.2 Subcontracting
Neatlogs may engage subcontractors and sub-processors to perform the Service, and remains responsible for their performance and for their compliance with this agreement and the DPA.
23.3 Notices
Legal notices to Neatlogs must be sent to legal@neatlogs.com and to Neatlogs Inc., 16192 Coastal Highway, Lewes, Delaware 19958, USA. Notices to Customer are sent to the account administrator's email address on record, and are deemed received on the day sent. Customer is responsible for keeping that address current.
23.4 Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour action, epidemic, government action, internet or utility failure, or failure of a third-party infrastructure provider. Payment obligations are not excused.
23.5 Independent contractors
The parties are independent contractors. This agreement creates no partnership, franchise, joint venture, agency, fiduciary or employment relationship.
23.6 No third-party beneficiaries
There are no third-party beneficiaries to this agreement.
23.7 Severability and waiver
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. A failure or delay in exercising a right is not a waiver of it, and no waiver is effective unless in writing.
23.8 Entire agreement
This agreement, together with the documents listed in section 3, is the entire agreement between the parties on its subject matter and supersedes all prior proposals, understandings and communications, written or oral, including any prior version of these Terms.
23.9 Interpretation
Headings are for convenience only. “Including” means “including without limitation”. Section references are to sections of these Terms unless stated otherwise.
23.10 Counterparts and electronic acceptance
Order Forms may be executed in counterparts and by electronic signature, each of which is an original and together one instrument. Electronic acceptance of these Terms has the same effect as a handwritten signature.
24 Contact
- Entity
- Neatlogs Inc., a Delaware corporation
- Registered office
- 16192 Coastal Highway, Lewes, Delaware 19958, United States
- Legal notices
- legal@neatlogs.com
- Privacy and DPAs
- privacy@neatlogs.com
- Security
- security@neatlogs.com
- Support and billing
- neatlogs-support@neatlogs.com
Related documents: Privacy Policy