TERMS OF SERVICE

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Neuralay ("we," "us," or "our") regarding your use of the Neuralay application and related services.

We reserve the right to modify these Terms at any time, in our sole discretion, without prior notice. Modifications become effective immediately upon posting. Your continued use of the Service after any modification constitutes acceptance of the modified Terms. It is your responsibility to review these Terms periodically.

Additional terms may apply to specific features or services and are incorporated by reference into these Terms.

The Service provides software functionality as available.

The Service is provided on an "as-is" and "as-available" basis. We do not guarantee that the Service will be available at all times or function without interruption, error, or security breach.

We reserve the right to discontinue, suspend, or modify the Service at any time, temporarily or permanently, with or without notice, for any reason or no reason.

You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

You agree to use the Service in compliance with all applicable local, state, national, and international laws and regulations.

• Use the Service for any unlawful purpose or in violation of these Terms
• Attempt to reverse engineer, decompile, or disassemble the Service
• Interfere with or disrupt the Service or servers connected to the Service
• Use automated systems to access the Service without authorization
• Transmit viruses, malware, or other harmful code
• Violate any third-party rights, including intellectual property or privacy rights

The Service, including all software, designs, text, graphics, and other content, is owned by us or our licensors and is protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted are reserved.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your personal, non-commercial use.

You retain ownership of Content you create using the Service. However, you grant us a non-exclusive, royalty-free license to use, modify, and distribute such Content solely as necessary to provide the Service.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SERVICE; SECURITY IS PROVIDED AS-IS WITH NO WARRANTIES OF PROTECTION; AVAILABILITY, ERROR-FREE OPERATION, OR UNINTERRUPTED SERVICE; COMPATIBILITY WITH YOUR DEVICES OR OTHER SOFTWARE; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

Users acknowledge that speech recognition technology produces inaccurate results and assume full responsibility for verifying accuracy before any use or reliance. We make no warranties regarding the accuracy, completeness, or reliability of transcriptions or any other Service functionality.

The Service may include third-party software components subject to separate license terms. We disclaim all warranties regarding third-party components.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY: INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL; DAMAGES ARISING FROM USE OR INABILITY TO USE THE SERVICE; DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR DATA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED USD $50.00 IN THE AGGREGATE ACROSS ALL USERS AND ALL TIME. THIS CAP APPLIES REGARDLESS OF THE NUMBER OF CLAIMS, USERS, INCIDENTS, OR LEGAL THEORIES. THIS LIMITATION IS FUNDAMENTAL TO ENABLING AFFORDABLE SOFTWARE SERVICES AND THE SERVICE WOULD NOT BE PROVIDED WITHOUT THIS PROTECTION. IF THIS LIMITATION IS FOUND UNENFORCEABLE IN ANY JURISDICTION, THIS PROVISION SHALL BE SEVERED AND THE REMAINDER OF THESE TERMS SHALL REMAIN IN FULL FORCE.

These limitations are essential elements of the agreement between us. The Service would not be provided without these limitations.

• You agree to indemnify, defend, and hold harmless Neuralay, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:
• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Any Content you submit or generate using the Service
• Your negligence or willful misconduct

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING ARBITRATION UNDER THE JAPAN COMMERCIAL ARBITRATION ASSOCIATION (JCAA) RULES, CONDUCTED IN TOKYO, JAPAN, IN ENGLISH.

YOU AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE PROCEEDINGS.

• Arbitration shall be conducted in Tokyo, Japan
• Proceedings shall be in English language
• Expedited procedures apply for disputes under $5,000 USD
• Discovery limited to documents directly relevant to claims
• No fishing expeditions or competitive intelligence gathering permitted

• IF YOU ARE THE UNSUCCESSFUL PARTY IN ANY DISPUTE, YOU SHALL PAY ALL ACTUAL COSTS OF THE PREVAILING PARTY, INCLUDING:
• All arbitration administration fees and costs
• All attorney's fees actually incurred
• All travel and accommodation costs for Tokyo proceedings
• All translation and interpreter costs
• All expert witness fees and costs
• All investigation and defense preparation costs
• All business disruption and lost time damages
• All other costs directly caused by the unsuccessful party's claims

Small claims court actions under $500 USD may proceed in Tokyo District Court only, provided claimant bears all costs regardless of outcome.

These Terms shall be governed by and construed in accordance with the laws of Japan, without regard to conflict of law principles.

To the extent court proceedings are permitted under these Terms, the EXCLUSIVE jurisdiction and venue shall be the Tokyo District Court, Japan. You hereby submit to the personal jurisdiction of the Tokyo District Court and waive any objection to venue or inconvenient forum.

Your privacy is governed by our Privacy Policy, which is incorporated by reference into these Terms.

You acknowledge that the Service processes data as necessary to provide functionality. We do not access, store, or transmit your Content unless explicitly stated in our Privacy Policy.

We may terminate or suspend your access to the Service at any time, with or without cause, with or without notice.

Upon termination, all rights and licenses granted to you will immediately cease. Sections that by their nature should survive termination will survive.

We reserve the right to delete any data associated with your use of the Service upon termination.

Users agree that any dispute filing is made in good faith for legitimate grievances only. Filing disputes for competitive advantage, harassment, market manipulation, or bad faith purposes is strictly prohibited.

• Any party filing claims determined by the arbitrator or court to be frivolous, vexatious, harassing, brought in bad faith, or primarily for purposes other than legitimate dispute resolution shall be liable for:
• All opposing party's actual legal fees and costs
• Double the actual attorney's fees incurred in defense
• All arbitrator or court administrative costs
• All costs of investigation and defense preparation
• All business disruption and opportunity costs
• All management time and resources diverted to defense
• All other actual damages directly caused by the abusive litigation

• In any dispute, discovery shall be strictly limited to:
• Documents directly relevant to the specific claims raised
• No access to proprietary technology, trade secrets, or competitive information
• No broad fishing expeditions or competitive intelligence gathering
• Maximum of 10 document requests per party

Direct competitors or entities acting on behalf of competitors who file disputes primarily to: gain competitive advantage; access proprietary information; harass or burden operations; interfere with business relationships; shall be subject to enhanced penalties and immediate dismissal of claims.

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect. The liability limitations in Section 7, arbitration requirements in Section 10, and fee-shifting provisions are each independent and severable. If any court reduces our liability cap, the maximum enforceable amount in that jurisdiction shall apply, but shall not affect enforceability in other jurisdictions.

These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

You may not assign these Terms without our written consent. We may assign these Terms without restriction.

Provisions that by their nature should survive termination shall survive, including warranties, disclaimers, limitations of liability, and indemnification.