Terms & Conditions

These Terms & Conditions (“Terms”, “Agreement”) constitute a legally binding agreement between NEOCORTEX AI PRIVATE LIMITED, a private company incorporated and registered under the provisions of the Companies Act, 2013 in the Republic of India (hereinafter referred to as “Company”, “Neocortex AI”, “we”, “us”, or “our”), and the individual, business entity, or organization accessing, registering for, embedding, or subscribing to our software platform (“Customer”, “you”, or “your”).

By clicking an “I Agree” or “Sign Up” checkbox, executing an Enterprise Order Form or Statement of Work, generating API credentials, or installing our embedded Software Development Kit (“SDK”) into your software application, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into this Agreement on behalf of a company, corporate enterprise, or other legal entity, you represent and warrant that you possess the full legal authority to bind such entity to these Terms. If you do not possess such authority, or if you do not agree with any part of these Terms, you must not access or use the Platform.

Vezel (“Platform”, “Vezel AI”) is an embedded AI extension builder created by Neocortex AI. Vezel enables B2B Software-as-a-Service (“SaaS”) vendors to transform their products into Adaptive SaaS platforms.

We provide access to the Vezel Platform through our website (https://vezel.ai), developer portals, cloud compilation APIs, command-line interfaces (“CLI”), software libraries, and embedded JavaScript/TypeScript client packages.

To access developer dashboards, issue API keys, and deploy Vezel runtimes into production environments, Customer must register for an enterprise account:

• Eligibility: The Services are strictly designed for commercial, business, and enterprise use. You represent that you are at least 18 years of age (or the age of legal majority in your jurisdiction) and competent to enter into binding legal contracts.
• Accuracy of Information: You agree to provide accurate, current, and complete corporate, commercial, and contact details during registration, and maintain such information up-to-date.
• Credential Security & API Keys:Customer is exclusively responsible for maintaining the confidentiality of administrative passwords, developer API tokens, and secret encryption keys. Any operational API calls or blueprint compilations initiated under Customer's API keys shall be deemed authorized by Customer.
• Compromise Notification: Customer shall immediately notify Neocortex AI at security@vezel.aiupon discovering any unauthorized access, API key leak, or security breach concerning Customer's account.

Our intellectual property framework ensures complete clarity and mutual protection:

4.1 License Grant to Customer

Subject to compliance with this Agreement and timely payment of applicable subscription fees, Neocortex AI grants Customer a limited, worldwide, non-exclusive, non-transferable, revocable license during the active subscription term to: (a) embed and distribute the Vezel SDK inside Customer's authorized SaaS applications; (b) access Vezel compilation APIs to generate dynamic UI extensions; and (c) allow authorized developers and end-users to interact with compiled extension blueprints strictly in accordance with this Agreement.

4.2 Neocortex Ownership of Generated Extensions, Blueprints & Platform Outputs

4.3 Neocortex AI Platform Intellectual Property

Neocortex AI and its licensors retain all right, title, and interest (including all patent rights, copyrights, trade secrets, trademarks, know-how, and software architecture) in and to the Vezel Platform, SDK source libraries, AST compilers, runtime kernels, heuristics, documentation, and all underlying algorithms, including any updates, improvements, derivatives, or modifications thereto. No implied licenses or rights are granted.

4.4 Feedback

If Customer or its users submit suggestions, bug reports, feature requests, or performance feedback (“Feedback”), Customer grants Neocortex AI a perpetual, irrevocable, worldwide, royalty-free license to use, commercialize, and incorporate such Feedback into our products and services without restriction, attribution, or accounting.

We recognize that proprietary business workflows and data schemas are critical enterprise assets. We bind ourselves to the following strict covenants while maintaining platform operational excellence:

• Zero-Retention Inference: All prompt-to-blueprint compilation workflows leverage enterprise-tier inference APIs with contractual zero-data-retention (ZDR) terms.
• Ephemeral In-Memory Rendering: Operational business records queried dynamically by generated extensions are processed ephemerally in-memory inside the client browser and are not indexed, harvested, or stored on Vezel backend servers.
• Platform Telemetry & Compiler Heuristics: Customer agrees that Neocortex AI may collect, process, and analyze de-identified, aggregated, and anonymized technical telemetry, compilation metadata, schema topologies, latency metrics, error logs, and system interaction data to operate, secure, troubleshoot, optimize compiler heuristics, and improve the performance and reliability of the Vezel Platform.

Customer agrees not to misuse the Vezel Platform or assist any third party in doing so. Customer shall not:

• Decompile, reverse engineer, disassemble, or attempt to derive the source code or underlying architecture of the Vezel runtime kernel, AST compiler, or proprietary algorithms, except to the extent express permission is granted under mandatory statutory law.
• Bypass, tamper with, or circumvent host application authentication tokens, role-based access control (RBAC), tenant boundaries, or cryptographic licensing checks.
• Use the Platform to build, distribute, or execute malicious software, phishing forms, keyloggers, denial-of-service tools, or unauthorized data scraping scripts.
• Engage in prompt injection attacks, malicious code execution attacks, or submit inputs intended to degrade, disrupt, or exploit the Platform's infrastructure.
• Resell, sub-license, or provide timesharing access to the Vezel developer dashboard or APIs to unauthorized third parties outside Customer's authorized host applications.
• Violate any applicable statutory laws, including the Information Technology Act, 2000, India's DPDP Act, 2023, export control laws, or intellectual property rights.

Access to production environments and commercial SDK features is governed by the pricing tier specified in Customer's Order Form or subscription checkout:

Neocortex AI will use commercially reasonable efforts to ensure the high availability of our cloud compilation APIs and runtime CDN infrastructure:

• Target Availability: We target a minimum monthly service uptime of 99.9% for our production compilation endpoints, excluding scheduled maintenance windows.
• Scheduled Maintenance: We perform routine updates during designated off-peak hours and provide advance notice for significant architectural maintenance.
• Client-Side Resilience: Because compiled blueprints execute client-side inside the host application, active extensions remain cached and operational even during temporary compilation network fluctuations.

Term:This Agreement commences upon the date of Customer's initial account creation or execution of an Order Form and remains in effect until terminated.

• Termination for Convenience: Customer may cancel their subscription at any time through the customer billing portal; access continues through the conclusion of the prepaid subscription term.
• Termination for Material Breach: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days of receiving written notice.
• Immediate Suspension:Neocortex AI reserves the right to immediately suspend API access without prior notice if Customer's usage poses a security threat, involves fraudulent activity, or violates the Acceptable Use Policy.
• Post-Termination Data Transition: Upon termination, Customer's API keys are deactivated. Neocortex AI will retain Customer blueprints for a 30-day grace period to allow export, following which all configurations are securely purged in accordance with our Privacy Policy.

“Confidential Information” refers to all non-public technical, commercial, financial, or architectural information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), including source code, API keys, schema configurations, business roadmaps, and pricing terms.

• Duty of Confidentiality:The Receiving Party shall protect the Disclosing Party's Confidential Information with the same degree of care it uses for its own sensitive information (and not less than reasonable care), and shall not disclose it to any third party except to employees, contractors, and legal advisors who have a need to know and are bound by equivalent obligations.
• Compelled Disclosure: A party may disclose Confidential Information to the extent required by a court order, statutory directive, or lawful government summons, provided it gives prompt advance notice to allow the Disclosing Party to seek a protective order where legally permissible.

Mutual Warranties: Each party represents and warrants that it has the legal power, authority, and corporate standing to enter into this Agreement.

• Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE UNDER ANY LEGAL THEORY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Aggregate Monetary Cap: EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 OR GROSS NEGLIGENCE, THE TOTAL AGGREGATE LIABILITY OF NEOCORTEX AI PRIVATE LIMITED ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO NEOCORTEX AI UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Governing Law: This Agreement shall be governed by, interpreted, and construed in accordance with the substantive laws of the Republic of India, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Dispute Resolution & Arbitration: Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, in the English language, with the seat of arbitration in India.

Injunctive Relief: Notwithstanding the arbitration clause, either party may petition any court of competent jurisdiction for preliminary injunctive or equitable relief to protect its intellectual property rights or trade secrets.

In compliance with applicable electronic commerce, intermediary guidelines, and digital service regulations:

For formal legal correspondence or notices regarding this Agreement, please contact our legal team at legal@vezel.ai.