Terms of Service, Software License & Acceptable Use

Effective

These Terms are an agreement between you and Neuroaigent Inc. (“NeuroAIgent,” “we,” “us,” or “our”). They govern your access to and use of AEO Presence, Central Brain, Central Brain Companion when offered, related websites, installers, updates, documentation, reports, and support (collectively, the “Products”). By purchasing, installing, accessing, or using a Product, you agree to these Terms. If you use a Product for an organization, you represent that you have authority to bind that organization.

1. Product scope

AEO Presence is a web-based SEO and Answer Engine Optimization auditing and reporting service. Central Brain is desktop AI memory, knowledge-preparation, indexing, search, publishing, and integration software. Central Brain Companion, when offered, is an iPhone app that transfers documents you select directly to a paired Mac running compatible Central Brain software. Product capabilities vary by edition, platform, plan, order, and release.

2. Accounts, orders, and eligibility

You must be at least 18, provide accurate information, maintain the security of your account and activation credentials, and promptly notify us of suspected unauthorized use. An online checkout, invoice, quote, statement of work, or order form accepted by both parties is an “Order.” If an Order conflicts with these Terms, the Order controls only for that conflict.

3. Fees, subscriptions, and taxes

Fees, billing periods, license quantities, renewal terms, cancellation rights, refund terms, and included services are those shown at checkout or in the applicable Order. AEO Presence and Central Brain payments are processed through the processor presented at checkout. Each Central Brain self-service license is limited to one activated computer unless the checkout offer or written Order states otherwise. Self-service subscriptions renew automatically until canceled. Central Brain customers may cancel online at any time through the secure Stripe portal linked from the Central Brain Account page and transactional emails; cancellation stops the next renewal and access continues through the paid period. We send annual-plan customers a reminder approximately 30 days before renewal. The Refund & Cancellation Policy provides the exact rules, including a 14-calendar-day refund window for an initial self-service charge and for an annual renewal charge, subject to its eligibility standards and any non-waivable legal rights. Team and Enterprise fees and services are governed by a written Order. You are responsible for applicable taxes other than taxes on our net income.

4. Software license

Subject to payment and compliance with these Terms, NeuroAIgent grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use licensed software on the authorized number of devices for your internal business purposes. “License” means the right to activate and use Central Brain on the number of devices stated at checkout or in an Order. You may not exceed that quantity or share activation credentials to avoid fees. Team or Enterprise rights, deployment assistance, Pinecone or Postgres capabilities, and support apply only when stated in the applicable Order.

4A. Central Brain Companion and the Apple App Store

For Central Brain Companion distributed through Apple’s App Store, these Terms are between you and NeuroAIgent, not Apple Inc. NeuroAIgent, not Apple, is responsible for the Companion and its content, maintenance and support, and claims relating to the Companion or its possession or use, including product-liability, regulatory, consumer-protection, privacy, and intellectual-property claims. Apple has no obligation to provide maintenance or support. If the Companion fails to conform to an applicable warranty that cannot be disclaimed, you may notify Apple, and Apple may refund the purchase price, if any; to the fullest extent permitted by law, Apple has no other warranty obligation.

Subject to these Terms, you may use the Companion on Apple-branded products you own or control as permitted by Apple’s applicable Usage Rules, including Family Sharing, volume purchasing, or other Apple-supported sharing where applicable. You must comply with applicable third-party terms when using the Companion. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you upon your acceptance. The export and restricted-party representations in Section 19 also apply to the Companion.

5. Activation and verification

Central Brain may use device registration and may require initial or periodic online license verification. Features that rely on license verification, licensed credentials, or third-party services may be unavailable if verification cannot be completed. You may not bypass, spoof, disable, or interfere with activation, license verification, access controls, or usage limits.

5A. License transfers and machine resets

Each self-service Central Brain key may be active on one computer at a time. Before replacing, repairing, or retiring a computer, use the deactivation control in your installed version when available, then activate the same key on the supported replacement computer. If the old computer is unavailable or deactivation fails, request an assisted reset from support@neuroaigent.com using the purchase email address. Each self-service license includes up to three complimentary assisted machine resets in a rolling 12-month period. A reset removes the prior machine activation and does not create an additional seat. Requests beyond that allowance are reviewed for legitimate hardware replacement or repair and may be denied for sharing, resale, fraud, or attempts to exceed the purchased quantity.

Transfers remain available while a subscription is paid and active, including through the paid period following a scheduled cancellation. Assisted transfers pause during an unresolved payment failure, stop after paid access ends or a full refund is processed, and are suspended while a payment dispute is open. If payment is recovered or a dispute is resolved in your favor while Stripe still shows an active paid subscription, normal transfer eligibility resumes.

6. Customer data and local processing

You retain your rights in files, URLs, project materials, prompts, configurations, and other data you provide or control (“Customer Data”). Central Brain’s default local workflow stores prepared files, project state, vector data, and reports on storage you select. NeuroAIgent does not receive Customer Data merely because local processing occurs. You are responsible for having the rights and permissions needed to process Customer Data and for its accuracy, security, retention, deletion, and backup.

Do not use a Product to process or disclose personal, health, financial, employment, education, privileged, export-controlled, regulated, confidential, or trade-secret information unless you have determined that the use is lawful and appropriately protected.

For Companion transfers, you authorize the Companion to reproduce and transmit each selected document only as needed to complete the transfer you initiate. You are responsible for legal holds, retention duties, professional obligations, and contractual restrictions. The receiving Mac owner decides whether to accept a document and how to store, process, use, disclose, retain, back up, or delete it. NeuroAIgent does not control the receiving Mac, its owner, its users, its security, or third-party software operating on it.

7. Optional providers and destinations

If you enable a cloud embedding provider, custom endpoint, Pinecone, Postgres, Redis, an AI tool, or another integration, you direct the Product to transmit selected Customer Data to that provider. You are responsible for provider accounts, credentials, configuration, fees, terms, data-processing requirements, and lawful transfer. NeuroAIgent is not responsible for a third party’s availability, security, outputs, policies, or changes.

8. AI, MCP, reports, and recommendations

Central Brain can expose prepared project information to supported AI tools through MCP integrations. AEO Presence generates audits, scorecards, and recommendations. You control which projects, sources, destinations, and integrations are enabled and must review all resulting outputs. We do not guarantee accuracy, completeness, citations, rankings, traffic, revenue, compatibility, legal compliance, platform acceptance, or any particular result from ChatGPT, Codex, Claude, Copilot, search engines, or other third-party systems. Third-party names and marks belong to their respective owners and do not imply endorsement.

9. Sharing, pairing, and security

Optional local-network sharing and device pairing must be used only with networks, devices, and people you trust and are authorized to access. You may pair the Companion only with a Mac you own, control, or are expressly authorized to access, and you are responsible for confirming the receiving Mac owner’s identity and authority. You are responsible for pairing requests, project permissions, sharing gates, exported configurations, credentials, and revocation decisions. Security controls reduce risk but cannot eliminate it. Do not email documents, passwords, API keys, connection strings, certificate fingerprints, pairing invitations, or other secrets to support unless we first provide an approved secure method.

10. Deletion, storage, and backups

Central Brain includes workflows that can remove prepared files, indexes, sidecars, vector records, reports, or tracked state. Read confirmation notices carefully and maintain independent backups. Unless an Order expressly says otherwise, NeuroAIgent has no obligation to host, retain, recover, or restore data stored only on systems you control.

11. Support, updates, and availability

Support, onboarding, response targets, implementation assistance, and service levels are included only as stated in an Order. No response or resolution deadline applies unless a signed Order or service-level agreement states one. We may provide fixes, security updates, and feature changes. Supported operating systems, hardware, file types, models, integrations, and third-party compatibility may change. You are responsible for maintaining a supported environment and appropriate backups.

12. Acceptable use

You may not:

13. Ownership and feedback

NeuroAIgent and its licensors retain all rights in the Products, software, designs, documentation, brands, and underlying technology. Except for the limited license above, no rights are granted. You retain your rights in Customer Data and report outputs, subject to the permissions needed to operate the Products. If you provide feedback, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use it without identifying you.

14. Privacy

Our Privacy Policy describes how NeuroAIgent handles account, billing, activation, support, security, and Product information. Your use of third-party integrations is also governed by those providers’ privacy notices and terms.

15. Suspension and termination

You may stop using a Product at any time, subject to the cancellation and payment terms shown at checkout or in your Order. We may suspend or terminate access for material breach, nonpayment, security risk, unlawful use, or conduct that threatens customers, the Products, or third parties. On termination, the license ends and you must stop using and uninstall licensed software. Customer Data stored on systems you control remains under your control unless you remove it. Provisions that by their nature should survive will survive.

16. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. NEUROAIGENT DISCLAIMS EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, AND WARRANTIES ARISING FROM COURSE OF DEALING. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, RECOVERY OF CUSTOMER DATA, COMPATIBILITY WITH EVERY FILE, PROVIDER, DEVICE, MODEL, OR SYSTEM, SUCCESSFUL OR UNIVERSALLY SECURE TRANSFERS, THAT DATA WILL NOT BE LOST OR DISCLOSED, OR THAT OUTPUTS WILL BE ACCURATE OR SUITABLE FOR A REGULATED OR HIGH-RISK DECISION. NOTHING IN THESE TERMS EXCLUDES RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED.

17. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEUROAIGENT AND ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, GOODWILL, OR OPPORTUNITIES; BUSINESS INTERRUPTION; OR LOSS, CORRUPTION, UNAUTHORIZED DISCLOSURE, OR FAILED TRANSFER OF DATA. THEIR TOTAL AGGREGATE LIABILITY ARISING FROM A PRODUCT OR THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO NEUROAIGENT FOR THE AFFECTED PRODUCT DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY WHERE LIABILITY CANNOT LEGALLY BE LIMITED.

18. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless NeuroAIgent and its affiliates, officers, directors, employees, agents, and licensors from third-party claims and related losses, costs, and reasonable attorneys’ fees arising from your Customer Data, lack of authority, unlawful use, integration configuration, violation of these Terms, or violation of privacy, confidentiality, or intellectual-property rights.

19. Export and legal compliance

You represent that you are not located in a country or region subject to a U.S. Government embargo, designated as supporting terrorism, or listed on a U.S. Government prohibited- or restricted-party list. You will comply with applicable export, sanctions, import, privacy, marketing, and other laws.

20. Governing law and disputes

These Terms are governed by the laws of Michigan, without regard to conflict-of-law rules. Subject to mandatory consumer rights, the state and federal courts located in Oakland County, Michigan have exclusive jurisdiction, and you consent to venue there. Either party may seek temporary or injunctive relief in a court of competent jurisdiction.

21. Changes and general terms

We may update these Terms and will post the current version with a revised effective date. We will provide additional notice or obtain renewed acceptance when required by law. If a provision is unenforceable, it will be modified only as necessary and the remainder will continue. Non-enforcement is not a waiver. You may not assign these Terms without written consent; NeuroAIgent may assign them in connection with a merger, reorganization, financing, asset sale, or operation of law. These Terms, the Privacy Policy, and each applicable Order are the entire agreement concerning the Products.

22. Contact

Questions about these Terms may be sent to support@neuroaigent.com. Team and Enterprise inquiries may be sent to Justin and Robert at NeuroAIgent.