Terms of Service

01The agreement

These Terms of Service (the “Terms”) form a binding agreement between NEIGH Ltd (“NEIGH,” “we,” “us” or “our”) and the entity or person who registers for, accesses or uses the NEIGHPalm platform, websites at neighpalm.com and neigh.io, APIs, designated AI interfaces, advisory services and related materials (together, the “Service”). By accessing the Service or signing an Order Form that references these Terms, you accept them on behalf of yourself and your organization (the “Customer”) and represent that you are authorized to do so.

If you do not agree, do not use the Service.

02Definitions

• NEIGHPalm — the software platform operated by NEIGH Ltd, including its dashboards, registers, integrations, agents and designated AI interfaces.
• Designated AI Interfaces — the in-product AI features expressly provided by NEIGH (including, without limitation, the AI-vCISO interface, agentic governance modules and NEIGH-GI managed AI). These are the only sanctioned channels for AI interaction with the Service.
• Customer Data — any data, content, evidence, policies, configurations or other materials uploaded, generated or transmitted to the Service by or for Customer.
• Output — any text, narrative, mapping, recommendation, score or artifact generated by the Service, including by Designated AI Interfaces.
• Order Form — a written or electronic ordering document executed between NEIGH and Customer that references these Terms.

03Accounts & eligibility

To use most parts of the Service you must register an account using accurate information and a valid corporate email. You are responsible for maintaining the confidentiality of credentials, for all activity under your account, and for ensuring users you authorize comply with these Terms. The Service is not directed at, and may not be used by, anyone under 18.

NEIGH may suspend access without notice for suspected unauthorized use, security incidents, non-payment, or breach of these Terms.

04License to use the platform

Subject to these Terms and any Order Form, NEIGH grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the subscription term, solely for Customer’s internal business purposes and within the limits of the tier purchased.

NEIGHPalm and the NEIGH brand — including but not limited to the names “NEIGH,” “NEIGHPalm,” “NEIGH-GI,” logos, marks, trade dress, color system, copy, control libraries, framework cross-walks, audit narratives, prompts, agent personas and the platform’s look-and-feel — are the exclusive property of NEIGH Ltd. No rights are granted by implication, estoppel or otherwise.

05Acceptable use

You agree not to, and not to permit any user or third party to:

• Reverse engineer, decompile or attempt to extract source code, model weights, prompts, embeddings or training data from the Service, except to the extent expressly permitted by law that cannot be waived by contract;
• Resell, sublicense, white-label, lease or otherwise commercialize the Service or its Output to third parties, except as expressly authorized by NEIGH in writing;
• Use the Service to build, train, fine-tune, evaluate or benchmark a competing product, model or service;
• Bypass, disable or interfere with security, rate limits, authentication, access controls or audit logging;
• Upload malware, infringing material, or content you do not have the right to upload;
• Use the Service in violation of applicable export control, sanctions, anti-corruption or data-protection laws;
• Misrepresent the origin, accuracy or authoritativeness of any Output, including by passing AI-generated narratives off as the work of a human auditor without proper review;
• Probe, scan or test the vulnerability of the Service except under a written authorized-testing agreement.

06AI crawlers, scraping & AI use restrictions

6.1 Prohibition on AI crawlers and training

Customer, its users, and any third party are expressly prohibited from using, enabling, instructing or permitting any of the following with respect to NEIGHPalm, neighpalm.com, neigh.io, NEIGH’s API responses, documentation, the Customer’s own NEIGHPalm tenant content (other than Customer Data Customer owns), or any Output:

• AI crawlers, scrapers, headless browsers, dataset builders or large-language-model training pipelines (including, without limitation, GPTBot, OAI-SearchBot, ChatGPT-User, ClaudeBot, anthropic-ai, Claude-Web, Google-Extended, Google-CloudVertexBot, PerplexityBot, Perplexity-User, Bytespider, Amazonbot, Applebot-Extended, FacebookBot, Meta-ExternalAgent, CCBot, cohere-ai, Diffbot, ImagesiftBot, Omgili, Timpibot, YouBot, ZoominfoBot or any successor or equivalent agent);
• Use of the Service or its Output as input, training data, fine-tuning data, retrieval-augmented context, or evaluation data for any external model, embedding, agent or assistant;
• Automated extraction, mirroring, republishing or large-scale archiving of the Service’s public or authenticated surfaces.

NEIGH publishes machine-readable directives (including robots.txt, X-Robots-Tag, noai/noimageai meta directives and TDM Reservation signals) reflecting this Section. Honoring those signals is required, not optional. Reserved rights under EU Directive 2019/790 Art. 4(3), the UK Copyright, Designs and Patents Act, applicable U.S. law and equivalent regimes are expressly invoked. Continued access after a directive is set, or use of any user-agent spoofing to evade it, is a material breach.

6.2 Designated AI Interfaces only

All AI-assisted use of the Service must occur exclusively through the Designated AI Interfaces. Customer and its users must not:

• Pipe Service screens, exports or Outputs into a third-party LLM, chat assistant, browser-automation agent or coding agent;
• Authorize any third-party agent to log into NEIGHPalm on a user’s behalf, except for agents NEIGH itself ships inside the product;
• Use Service credentials inside an external AI agent’s tool-use or browser-use loop;
• Re-host, embed, proxy or relay the Service’s AI features through any external interface.

NEIGH may detect, throttle, block and revoke access for any client that appears to be an AI agent, automation or crawler operating outside the Designated AI Interfaces, and may charge for unauthorized use at NEIGH’s then-current standard rates.

6.3 Output handling

Output is provided on an “as-reviewed” basis and must be reviewed by a qualified human before relying on it for an audit submission, regulatory filing, customer attestation or board representation. Customer agrees not to misrepresent Output as independently produced by a human auditor or assessor.

6.4 Customer Data and model training

Customer Data is not used to train shared, cross-tenant or publicly released NEIGH models. Aggregated, de-identified service telemetry may be used to operate, secure and improve the Service in line with the Privacy Policy.

07Customer data & processing

As between the parties, Customer owns all Customer Data. Customer grants NEIGH a worldwide, non-exclusive, royalty-free license to host, process, transmit, display and analyze Customer Data solely to provide, secure, support and improve the Service.

NEIGH’s processing of personal data is governed by the Privacy Policy and, where applicable, a Data Processing Addendum incorporating the EU Standard Contractual Clauses and the UK IDTA.

08Fees, billing & taxes

Fees are stated in the applicable Order Form or, for self-serve plans, on the pricing page. Paid plans are billed annually in advance unless otherwise agreed. Fees are non-refundable except where required by law. All amounts are exclusive of taxes; Customer is responsible for any sales, use, VAT, GST or similar taxes (excluding NEIGH’s income taxes). Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

09Intellectual property

NEIGH retains all right, title and interest in and to the Service, the NEIGHPalm platform, Designated AI Interfaces, models, prompts, training pipelines, control libraries, framework mappings, audit narratives, color system, marks and documentation, including any feedback, ideas or suggestions Customer provides (which Customer hereby assigns to NEIGH).

Customer retains all right, title and interest in Customer Data and in Output to the extent it solely reflects Customer Data, subject to NEIGH’s underlying rights in the Service and its components.

10Confidentiality

Each party agrees to protect the other’s Confidential Information using at least the same degree of care it uses for its own (and no less than reasonable care), and to use it only to perform under these Terms. Confidential Information does not include information that is public, independently developed, or rightfully received without restriction. NEIGH’s prompts, model configurations, agent designs and pricing constitute Confidential Information.

11Warranties & disclaimers

NEIGH warrants that it will provide the Service in a professional and workmanlike manner and in accordance with the documentation. Except as expressly stated, the Service and all Output are provided “AS IS” and “AS AVAILABLE.” NEIGH disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation. NEIGH does not warrant that the Service or any Output will result in any specific audit, certification or regulatory outcome.

12Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility. Each party’s aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to NEIGH in the 12 months preceding the event giving rise to the claim. The limitations in this Section do not apply to a party’s indemnification obligations, breach of confidentiality, infringement of the other party’s IP, or amounts owed under an Order Form.

13Indemnification

Customer will defend, indemnify and hold NEIGH harmless from third-party claims arising from (a) Customer Data, (b) Customer’s use of the Service in breach of these Terms (including Section 6), (c) Customer’s violation of law, or (d) misrepresentation of Output as independent human work. NEIGH will defend, indemnify and hold Customer harmless from third-party claims that the Service, as provided and used in accordance with these Terms, infringes a valid third-party intellectual property right, subject to the liability cap above.

14Term & termination

These Terms apply for the duration of the Order Form or, for self-serve use, until either party terminates. Either party may terminate for material breach uncured after 30 days’ notice. NEIGH may suspend or terminate immediately for breach of Sections 5 or 6, security incidents, or non-payment. Sections that by their nature should survive termination will survive (including IP, confidentiality, restrictions, disclaimers, liability, indemnity and dispute resolution).

15Governing law & disputes

These Terms are governed by the laws of the State of Delaware (or, if Customer is established in the EEA or UK, the laws of England & Wales), without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts of Wilmington, Delaware (or London, UK, respectively). The U.N. Convention on Contracts for the International Sale of Goods does not apply.

16Changes to these terms

NEIGH may update these Terms from time to time. Material changes will be communicated by email or in-product notice at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

17Contact

NEIGH Ltd · operations@neigh.io