Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Empire Luxury International Corporation (DBA Neuro Empire) governing your access to and use of the NeuroCRM platform at neurocrm.vip and its subdomains (the “Service”). The Service is a business tool offered on a business-to-business basis. Please read these Terms carefully, including the disclaimers (Section 13), the limitation of liability (Section 14), and the dispute-resolution and arbitration provisions (Section 19), which affect your legal rights.

1. Acceptance of These Terms

By creating an account, clicking “I agree” (or similar), or accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you use the Service on behalf of an organisation, you represent that you are authorised to bind that organisation, and “you” means that organisation. If you do not agree, do not access or use the Service.

2. Eligibility; Business Use Only

The Service is intended solely for business and professional use by organisations and by individuals acting on their behalf. It is not a consumer product and is not offered to consumers for personal, family, or household purposes. You must be at least 18 years old and able to form a binding contract. You must not use the Service if you are barred from doing so under applicable law (including sanctions and export-control laws). You confirm that you are entering into these Terms in the course of your trade, business, craft, or profession.

3. The Service

NeuroCRM is a multi-tenant CRM/business platform that may include, among other features, contact and deal management, automation, messaging, a public booking widget, analytics and reporting (including optional, read-only integrations with third-party platforms such as Google and Yandex that you authorise), and AI-assisted features. We may add, change, or remove features over time as described in Section 12.

4. Accounts and Security

You must provide accurate registration information and keep it current. You are responsible for safeguarding credentials and for all activity under your account and your users’ accounts, and must notify us promptly at support@neurocrm.vip of any unauthorised use. You are responsible for your users’ compliance with these Terms.

5. Plans, Fees, Taxes, and No Reliance on Future Features

The Service may be offered on free and paid plans. For paid plans, you agree to pay all applicable fees per the plan and billing cycle presented at purchase. Fees are stated exclusive of taxes; you are responsible for all applicable taxes, levies, and duties (including, where applicable, VAT for customers in the Russian Federation and elsewhere), except taxes on our net income. Unless otherwise stated at purchase or required by law, fees are non-refundable and payment obligations are non-cancellable. We may change pricing prospectively, effective at your next renewal. Failure to pay may result in suspension or termination.

No reliance on future functionality. Your purchases are not contingent on the delivery of any future functionality or feature, or on any oral or written public comments by us regarding future functionality. You agree to purchase based on features currently available.

6. Customer Data and Ownership

As between you and us, you retain all rights in the data you submit to or connect with the Service (“Customer Data”), including data retrieved from your connected third-party accounts. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service and as otherwise instructed by you. You are responsible for the accuracy and legality of Customer Data and for having all rights and consents necessary for us to process it, including consents from the individuals whose data you upload. Our processing of Customer Data is governed by our Privacy Policy and DPA.

7. Acceptable Use

You agree not to, and not to permit anyone to:

• use the Service in violation of any law or third-party right, or to process data you are not authorised to process;
• upload unlawful, infringing, defamatory, or harmful content, malware, or send spam or unlawful communications;
• attempt to gain unauthorised access to the Service, other tenants’ data, or related systems, or probe or test vulnerabilities without authorisation;
• interfere with or disrupt the integrity or performance of the Service, or impose unreasonable load;
• reverse engineer, decompile, or attempt to extract source code, except to the extent this restriction is prohibited by law;
• resell, sublicense, or commercially exploit the Service except as expressly permitted in writing;
• use the Service for prohibited high-risk purposes as described in Section 9.

We may investigate violations and may remove content or suspend access as described in Section 16.

8. Third-Party Integrations and OAuth

When you connect a third-party account (such as Google or Yandex), you authorise us to access the corresponding data on a read-only basis, solely to provide the reporting and dashboard features. Your use of those platforms remains subject to their own terms; you are responsible for having the right to connect those accounts and access the data. You may disconnect at any time. Our use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements (see the Privacy Policy). We are not responsible for third-party platforms, their availability, changes, or discontinuation, or for data they supply.

9. Artificial-Intelligence Features — Important Disclaimers

The Service includes AI-assisted features. By using them you acknowledge and agree to the following, which apply in addition to Sections 13 and 14:

• Probabilistic, may be wrong. AI systems are probabilistic and may produce output that is inaccurate, incomplete, outdated, biased, or that appears plausible but is fabricated (“hallucinations”). Due to the nature of generative AI, output may be unpredictable. You are solely responsible for reviewing and verifying AI output before relying on, using, or sharing it.
• Not professional advice. AI output is not, and must not be relied upon as, legal, medical, financial, tax, accounting, psychological, or other professional advice, and creates no professional relationship.
• Human oversight required. You must not use AI features as the sole basis for any decision that produces legal or similarly significant effects on a person (including decisions on employment, credit, eligibility, health, or safety) without meaningful human review.
• Prohibited high-risk uses. You must not use AI features for prohibited or high-risk purposes under applicable law (including practices prohibited by the EU AI Act, or biometric, safety-critical, or automated legally significant decision-making) without a separate written agreement.
• We do not control the underlying models. AI features may rely on third-party model providers; we do not control, and are not responsible for, the underlying models, their training data, weights, availability, or changes in their behaviour or output.
• Output may not be unique. Similar output may be generated for other users; AI output does not represent our views; you must not present AI output as human-generated where doing so would be deceptive or unlawful, and where required you must disclose that content is AI-generated.
• Your data and training. By default we do not use your Customer Data to train generalised AI models; see the Privacy Policy.

An in-product notice accompanies AI output: “AI-generated — may contain errors. Verify before use. Not professional advice.” A specific liability sub-cap applies to AI features (Section 14).

10. Intellectual Property

The Service, including its software, design, trademarks, and content (excluding Customer Data), is owned by us or our licensors and protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription term in accordance with these Terms. All rights not expressly granted are reserved. If you provide feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without restriction.

11. Confidentiality

Each party may access the other’s confidential information. Each party will protect the other’s confidential information with reasonable care, use it only to perform under these Terms, and disclose it only to those who need it and are bound by confidentiality, except as required by law. This Section does not apply to information that is public, independently developed, or rightfully received from a third party.

12. Availability, Changes, and Discontinuation

We strive to keep the Service available and reliable but, except for any separately agreed written service-level commitment, we do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. We may modify, add, or remove features. We will use commercially reasonable efforts not to materially degrade the overall functionality of a paid Service during your paid term. If we discontinue a material feature or the Service, we will use reasonable efforts to give advance notice. Any service-level credits, if offered, are your sole and exclusive remedy for availability shortfalls.

13. Disclaimer of Warranties

Limited warranty. We warrant that, during a paid subscription term, the Service will perform materially in accordance with our then-current documentation, and that we will provide it with commercially reasonable skill and care. Your sole and exclusive remedy, and our entire liability, for breach of this limited warranty is, at our option, to re-perform or correct the affected Service or, if we cannot do so within a reasonable time, to refund the prepaid fees for the unused portion of the affected Service.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT ANALYTICS, REPORTS, OR AI OUTPUT WILL BE ACCURATE, COMPLETE, OR TIMELY, AS THEY DEPEND ON THIRD-PARTY DATA AND PROBABILISTIC SYSTEMS. WE MAKE NO WARRANTY THAT ANY SPECIFIC HOSTING LOCATION WILL MEET YOUR DATA-RESIDENCY REQUIREMENTS.

Beta and free features are provided strictly “as is” with no warranty whatsoever and may be changed or withdrawn at any time. Third-party products, platforms, and data are provided without warranty by us.

Mandatory consumer rights. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you. Nothing in these Terms excludes or limits rights or guarantees that cannot be excluded or limited under applicable law. For users in Australia: our services come with guarantees that cannot be excluded under the Australian Consumer Law.

14. Limitation of Liability

Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (AND, FOR US, OUR AFFILIATES AND LICENSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

AI sub-cap. Notwithstanding the above, our aggregate liability arising from or relating to AI features (Section 9) will not exceed the lesser of (i) the fees paid for the Service in the prior twelve (12) months, or (ii) US$500.

Enhanced cap. For liability arising from a party’s breach of its confidentiality or data-protection obligations, the applicable cap is two (2) times the amount in the preceding cap paragraph.

Exceptions. The exclusions and caps above do not apply to: (a) death or personal injury caused by a party’s negligence; (b) fraud or fraudulent misrepresentation; (c) a party’s gross negligence or wilful misconduct, to the extent a limitation of such liability is not permitted by applicable law; (d) your payment obligations; (e) your indemnification obligations and breaches of the Acceptable Use or intellectual-property provisions; and (f) any liability that cannot be excluded or limited under applicable law (including certain statutory data-protection and consumer liability).

Essential basis of the bargain. The limitations in Sections 13–14 reflect a reasonable allocation of risk, are an essential basis of the bargain between the parties, and apply regardless of the theory of liability. We would not provide the Service on the agreed pricing without them.

15. Indemnification

By you. You will defend, indemnify, and hold harmless NeuroCRM, our affiliates, and our licensors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data and the applications or content you upload or process; (b) your use of the Service in breach of these Terms, the Acceptable Use provisions, or applicable law; or (c) your violation of any third-party right, including your failure to obtain required consents from individuals whose data you process.

By us. We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, directly infringes that third party’s intellectual-property rights, and will pay resulting damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, your modifications, your combination of the Service with non-NeuroCRM products or data, your use in breach of these Terms, or use of free/beta features or AI output. If the Service is or may be enjoined, we may procure the right to continue, modify it, or terminate the affected Service and refund prepaid unused fees. This Section states each party’s entire liability and sole and exclusive remedy for third-party intellectual-property claims.

16. Term, Suspension, and Termination

These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access, in whole or in part, if: you breach these Terms or fail to pay; your use poses a security, legal, or operational risk to us, other users, or third parties; or we are required to do so by law. Where practicable we will give notice, but we may suspend immediately for serious or urgent issues. Upon termination, your right to use the Service ends; we will handle Customer Data as described in our Privacy Policy and DPA. Sections that by their nature should survive (including Sections 5–6, 10–11, 13–15, 17–20) survive termination.

17. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including: acts of God, natural disasters, fire, flood, epidemic or pandemic; war, terrorism, civil unrest; strikes or labour disputes; failures or outages of third-party infrastructure, hosting, cloud, telecommunications, DNS, or CDN providers; cyberattacks, including denial-of-service attacks; governmental actions, regulatory measures, sanctions, export-control restrictions, or network blocking by authorities (including measures by Roskomnadzor); and power or internet failures. If a force-majeure event continues for more than sixty (60) days, either party may terminate the affected Service without liability.

18. Changes to These Terms

We may revise these Terms from time to time. For material changes, we will give reasonable advance notice (at least 30 days where practicable) by updating the “Last updated” date and notifying you within the Service or by email; for an active paid subscription, material changes take effect upon your next renewal. Your continued use of the Service after changes take effect constitutes acceptance. If you object to a material change, your remedy is to stop using the Service before it takes effect.

19. Governing Law and Dispute Resolution

Different rules apply depending on where you are located, because they are necessary for enforceability. The United Nations Convention on Contracts for the International Sale of Goods does not apply. To the extent permitted by law, any claim must be brought within one (1) year after the cause of action accrues, or it is permanently barred.

(A) United States. These Terms are governed by the laws of the State of Florida (excluding conflict-of-laws rules). Binding arbitration; class-action waiver. Any dispute will be resolved by final and binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Pinellas County, Florida. Disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action. Each party waives any right to a jury trial. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief, or relief for intellectual-property or confidentiality matters, in court. You may opt out of this arbitration agreement by emailing support@neurocrm.vip within 30 days of first accepting these Terms. Each subpart of this Section is severable.

(B) Russian Federation. For customers established in or using the Russian-hosted contour of the Service, these Terms are governed by the law of the Russian Federation, and disputes are subject to the International Commercial Arbitration Court (МКАС) at the Chamber of Commerce and Industry of the Russian Federation in Moscow, or, where mandatory law so requires, to the competent Russian state commercial (arbitrazh) court.

(C) Rest of the world. For all other users, these Terms are governed by the laws of England and Wales, and the courts of England and Wales have non-exclusive jurisdiction; nothing prevents you from bringing proceedings in the courts of your country of residence where required by mandatory law.

20. General

Entire agreement. These Terms, the Privacy Policy, the DPA, and any order form constitute the entire agreement and supersede prior agreements on the subject. Severability. If any provision is held unenforceable, the rest remains in effect and the provision is enforced to the maximum extent permitted. No waiver. Failure to enforce a provision is not a waiver. Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. Notices. We may give notice within the Service or to your account email. Export and sanctions. You will comply with applicable export-control and sanctions laws and represent you are not subject to them. Language. The English version of these Terms is the controlling version; translations are for convenience. Contact: support@neurocrm.vip · Empire Luxury International Corporation (DBA Neuro Empire), 7901 4th St N, STE 300, St. Petersburg, FL 33702, USA.