Custom Development Terms

Company Name: Neurathm Inc.
Registered Address: 30 N Gould St Ste N, Sheridan, WY 82801, United States
Document Date: June 30, 2025
Version: 1.0

1. Introduction and Scope

1.1 Purpose

These Custom Development Terms ("Terms") govern the provision of custom technology development services by Neurathm Inc. ("Neurathm", "we", "our", or "us") to clients ("Client", "you", or "your"). These Terms supplement our main Terms of Service and apply specifically to custom development projects including but not limited to artificial intelligence systems, machine learning models, software applications, and related technical solutions.

1.2 Agreement Structure

Custom development projects are governed by:

These Custom Development Terms (this document)
Our main Terms of Service
Project-specific Statement of Work (SOW)
Master Service Agreement (MSA) where applicable
Our Privacy Policy and Business Compliance Statement

1.3 Precedence

In case of conflicts between documents, the order of precedence is: (1) signed MSA, (2) signed SOW, (3) these Custom Development Terms, (4) main Terms of Service.

2. Service Scope and Limitations

2.1 Included Services

Our custom development services typically include:

Requirements analysis and technical consultation
Custom software and AI system development
Model training and optimization
System integration and deployment support
Technical documentation and user training
Limited warranty and support period as specified in SOW

2.2 Excluded Services

Unless explicitly included in the SOW, the following are not part of our standard custom development services:

Hardware procurement and installation
Third-party software licensing fees
Ongoing maintenance beyond warranty period
Data collection and preparation (unless specified)
Infrastructure hosting and management
Regulatory compliance certifications

2.3 Prohibited Uses

Clients are strictly prohibited from using our custom development services or deliverables for:

2.3.1 Military and Security Applications

Weapons development or military applications
Surveillance systems that violate privacy rights
Applications for authoritarian control or oppression

2.3.2 Illegal and Harmful Activities

Any activities that violate applicable laws or regulations
Fraud, money laundering, or other financial crimes
Discrimination based on protected characteristics
Spreading misinformation or malicious content

2.3.3 High-Risk Applications

Critical infrastructure without proper safeguards
Medical diagnosis or treatment without regulatory approval
Applications that may cause physical harm to individuals
Systems that violate human rights or dignity

2.3.4 Sanctions and Export Control Violations

Use by sanctioned entities or individuals
Export to prohibited jurisdictions
Applications that violate U.S. Export Administration Regulations (EAR)

3. Intellectual Property Rights

3.1 Neurathm Background IP

All pre-existing intellectual property owned or licensed by Neurathm ("Background IP") remains our exclusive property, including:

Proprietary algorithms and methodologies
Development frameworks and tools
General-purpose software libraries
Technical know-how and trade secrets

3.2 Custom Development IP Ownership

3.2.1 Default Ownership Structure

Neurathm retains ownership of all intellectual property rights in custom-developed solutions
Client receives exclusive usage license upon full payment completion
This structure enables us to maintain our core technology capabilities while providing clients with comprehensive usage rights

3.2.2 Client License Rights Upon full payment, Client receives:

Perpetual, irrevocable, worldwide, royalty-free license
Exclusive rights within Client's specified field of use
Right to use, modify, and integrate the deliverables
Right to create derivative works for internal use

3.2.3 License Limitations Client license does not include:

Right to sublicense or redistribute the technology
Right to reverse engineer our proprietary methods
Right to use our Background IP independently
Right to compete directly with our core services

3.3 Client Data and Input

Client retains all rights to data and materials provided to Neurathm. We receive limited license to use Client data solely for:

Performing the contracted services
Testing and validating deliverables
Providing ongoing support during warranty period

3.4 Generated Outputs

3.4.1 Ownership Content and outputs generated by custom-developed systems belong to the Client, subject to:

Compliance with applicable laws and regulations
Adherence to the prohibited uses outlined in Section 2.3
Our right to retain anonymized, aggregated insights for service improvement

3.4.2 Client Responsibility Client is solely responsible for:

Accuracy and appropriateness of generated outputs
Compliance with applicable regulations in their use
Any business decisions based on system outputs
Liability arising from output usage

4. Data Processing and Security

4.1 Data Protection Compliance

We strictly adhere to international data protection regulations including:

EU General Data Protection Regulation (GDPR)
California Consumer Privacy Act (CCPA)
Other applicable regional privacy laws

Detailed data processing practices are outlined in our Privacy Policy.

4.2 Cross-Border Data Transfers

For international projects requiring cross-border data transfers, we implement appropriate safeguards:

Standard Contractual Clauses (SCCs) for EU data
EU-US Data Privacy Framework compliance where applicable
Additional safeguards as required by applicable laws

4.3 Security Measures

We implement enterprise-grade security measures based on ISO 27001 standards:

End-to-end encryption for data in transit and at rest
Multi-factor authentication and access controls
Regular security audits and penetration testing
Incident response and breach notification procedures

4.4 Data Retention and Deletion

4.4.1 Project Data

Client data is retained only for the duration necessary to complete services
Data deletion occurs within 30 days of project completion unless otherwise agreed
Backup systems follow standard retention policies with automatic deletion

4.4.2 Technical Documentation

We may retain technical documentation necessary for warranty support
Documentation is anonymized where possible
Retention period aligns with warranty and legal requirements

5. Project Management and Delivery

5.1 Statement of Work (SOW)

Each custom development project requires a detailed SOW specifying:

Project scope and technical requirements
Deliverables and acceptance criteria
Timeline and milestones
Pricing and payment terms
Specific terms and conditions

5.2 Change Management

5.2.1 Change Requests

All scope changes require written approval
Impact assessment provided within 5 business days
Additional costs and timeline adjustments documented
No changes implemented without signed approval

5.2.2 Client-Requested Changes

Changes beyond original scope incur additional fees
Timeline extensions may apply
Quality impact assessments provided
Client approval required before implementation

5.3 Acceptance and Testing

5.3.1 Acceptance Criteria Deliverables must meet:

Functional specifications defined in SOW
Performance benchmarks and quality standards
Compliance requirements and security standards
Documentation and training requirements

5.3.2 Testing Process

Client has 15 business days for acceptance testing
Testing must be conducted in agreed environment
Specific test cases and criteria pre-defined in SOW
Objective, measurable acceptance standards

5.3.3 Remediation

Non-conforming deliverables corrected at no additional cost
Remediation completed within 15 business days
Re-testing follows same acceptance process
Dispute resolution available for contested issues

6. Warranty and Support

6.1 Limited Warranty

We provide a 90-day limited warranty covering:

Conformance to agreed specifications
Freedom from material defects
Performance according to documented standards
Resolution of reproducible technical issues

6.2 Warranty Exclusions

Warranty does not cover:

Issues caused by Client modifications
Problems arising from improper use or environment
Third-party component failures
Normal wear and evolution of technology standards

6.3 Support Services

6.3.1 Warranty Period Support During the 90-day warranty period, we provide:

Technical issue resolution
Bug fixes and patches
Usage guidance and consultation
Performance optimization assistance

6.3.2 Extended Support Post-warranty support available through:

Annual maintenance agreements
On-demand consulting services
System upgrade and enhancement projects
Training and knowledge transfer programs

7. Compliance and Risk Management

7.1 Regulatory Compliance

We ensure our custom development services comply with:

EU Artificial Intelligence Act
OECD AI Principles
Industry-specific regulations as applicable
Export control and sanctions requirements

7.2 AI Ethics and Responsible Development

7.2.1 Ethical Guidelines Our development practices incorporate:

Fairness and bias mitigation testing
Transparency and explainability features
Privacy-by-design principles
Human oversight and control mechanisms

7.2.2 High-Risk AI Systems For systems classified as high-risk under applicable regulations:

Enhanced documentation and audit trails
Continuous monitoring and performance tracking
Regular bias and fairness assessments
Compliance reporting and certification support

7.3 Export Control and Sanctions

We strictly comply with:

U.S. Export Administration Regulations (EAR)
Office of Foreign Assets Control (OFAC) sanctions
International export control regimes
End-user and end-use restrictions

Detailed compliance measures are outlined in our Business Compliance Statement.

8. Pricing and Payment

8.1 Pricing Structure

Custom development projects are priced based on:

Project complexity and scope
Required technical expertise and resources
Timeline and delivery requirements
Specific compliance and security needs

8.2 Payment Terms

8.2.1 Standard Payment Schedule

30% upon project initiation
40% upon acceptance testing completion
30% upon final delivery and acceptance

8.2.2 Payment Security

All payments processed through secure, compliant channels
International wire transfers supported with SWIFT codes
Third-party escrow services available for large projects
Currency hedging options for multi-month projects

8.3 Additional Costs

Clients are responsible for:

Third-party licensing fees
Hardware and infrastructure costs
Travel expenses for on-site services
Regulatory compliance certifications
Extended support beyond warranty period

9. Limitation of Liability

9.1 Liability Caps

Our total liability for any custom development project is limited to the total fees paid by Client for that specific project, except for:

Intellectual property indemnification obligations
Confidentiality breaches
Gross negligence or willful misconduct
Personal injury or property damage

9.2 Consequential Damages

Neither party shall be liable for:

Lost profits or business opportunities
Indirect, special, or consequential damages
Data loss or corruption (beyond restoration efforts)
Business interruption costs

9.3 Client Responsibilities

Client acknowledges responsibility for:

Validating system outputs before business use
Implementing appropriate oversight and controls
Compliance with applicable laws in their jurisdiction
Business decisions based on system recommendations

10. Dispute Resolution

10.1 Escalation Process

10.1.1 Direct Negotiation

Initial disputes addressed through project management channels
30-day good faith negotiation period
Executive escalation for unresolved technical disputes
Documentation of resolution attempts required

10.1.2 Mediation

Non-binding mediation for disputes under 10% of project value
Mutually agreed mediator selection
15-day expedited mediation process
Costs shared equally between parties

10.2 Arbitration

10.2.1 Binding Arbitration Unresolved disputes subject to binding arbitration under:

Singapore International Arbitration Centre (SIAC) Rules
Single arbitrator for disputes under USD 100,000
Three-arbitrator panel for larger disputes
English language proceedings

10.2.2 Arbitration Procedures

Expedited procedures for technical disputes
Expert witness testimony permitted
Limited discovery to essential documents
Final award enforceable under New York Convention

10.3 Interim Relief

Either party may seek interim relief from courts of competent jurisdiction for:

Intellectual property protection
Confidentiality enforcement
Prevention of irreparable harm
Asset preservation

11. Termination

11.1 Termination for Cause

Either party may terminate for:

Material breach unremedied after 30-day notice
Insolvency or bankruptcy proceedings
Violation of prohibited uses or sanctions
Failure to make payments after 15-day cure period

11.2 Termination Effects

11.2.1 Work Stoppage

Immediate cessation of development work
Delivery of work completed to date
Pro-rated payment for completed milestones
Return or destruction of confidential information

11.2.2 IP and License Rights

Completed deliverables transfer upon full payment
Partial deliverables subject to pro-rated payment
Background IP remains with respective owners
License rights terminate for unpaid work

11.3 Survival

The following provisions survive termination:

Intellectual property rights and licenses
Confidentiality obligations
Payment obligations for completed work
Limitation of liability and indemnification
Dispute resolution procedures

12. General Provisions

12.1 Governing Law

These Terms are governed by New York State law, without regard to conflict of law principles. For international clients, we may agree to alternative governing law in the MSA.

12.2 Force Majeure

Neither party is liable for delays or failures due to:

Natural disasters or acts of God
War, terrorism, or civil unrest
Government actions or regulatory changes
Pandemic or public health emergencies
Infrastructure failures beyond reasonable control

12.3 Entire Agreement

These Terms, together with the SOW and any MSA, constitute the complete agreement between parties for custom development services, superseding all prior negotiations and agreements.

12.4 Amendments

Amendments require written agreement signed by authorized representatives of both parties. Electronic signatures are acceptable under applicable electronic signature laws.

12.5 Severability

If any provision is deemed invalid or unenforceable, the remainder of these Terms remains in full force and effect. Invalid provisions will be replaced with valid terms achieving similar commercial objectives.

13. Contact Information

Legal & Compliance
For questions regarding these Terms, contracts, or legal matters:
Email: [email protected]

Project Management
For custom development inquiries and project management:
Email: [email protected]

Data Protection Officer
For data privacy and protection matters:
Email: [email protected]

Mailing Address: 30 N Gould St Ste N, Sheridan, WY 82801, United States

These Terms are effective as of June 30, 2025, and may be updated periodically to reflect changes in our services, legal requirements, or industry best practices. Clients will be notified of material changes affecting active projects.

Document Version: 1.0
Last Updated: June 30, 2025
Next Review: December 30, 2025