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This document is available in multiple languages. In case of any conflict between translations, the English version shall prevail.
By accessing or using the Neumar platform, including our web application at neumar.app and our desktop application (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
If you do not agree with any part of these Terms, you must not access or use our Services.
"Neumar," "we," "us," or "our" refers to Neumar and its affiliates. "User," "you," or "your" refers to the individual or entity accessing the Services. "Customer Data" means any data, content, or materials you upload, submit, or transmit through the Services. "AI Output" means any content generated by AI features within the Services. "Desktop Application" means the Neumar desktop software distributed for macOS, Windows, or Linux. "Web Application" means the Neumar cloud-hosted service accessible via web browser. "Account" means a personal or team workspace registered on the Services. "Team Account" means a shared workspace with multiple members, roles, and permissions.
Neumar provides an AI-powered platform consisting of:
(a) A web application for team collaboration, AI agent management, and workflow automation. (b) A desktop application that provides local AI agent execution, task management, and workspace isolation. (c) API integrations with third-party services including but not limited to AI model providers, project management tools, and communication platforms.
The desktop application runs a local API sidecar process and may store data locally on your device using SQLite. The web application stores data in cloud databases. Both deployment modes may communicate with third-party AI service providers to deliver AI-powered features.
To access certain features, you must create an Account. You agree to:
(a) Provide accurate, current, and complete registration information. (b) Maintain the security of your login credentials. (c) Accept responsibility for all activity under your Account. (d) Promptly notify us of any unauthorized use of your Account.
For Team Accounts, the account administrator is responsible for managing member access, roles, and permissions. We reserve the right to suspend or terminate Accounts that violate these Terms.
Certain features require a paid subscription. By subscribing, you agree to:
(a) Pay all applicable fees based on your selected plan. (b) Provide valid payment information and authorize recurring charges. (c) Fees are billed in advance on a monthly or annual basis and are non-refundable except as required by applicable law. (d) We may change pricing with at least 30 days' notice before your next billing cycle. (e) Failure to pay may result in suspension or termination of your access to paid features.
Free tiers or trials may be offered at our discretion and may be modified or discontinued at any time.
You agree not to:
(a) Use the Services for any unlawful purpose or in violation of any applicable laws or regulations. (b) Attempt to reverse engineer, decompile, disassemble, or derive the source code of the desktop application or any component of the Services. (c) Circumvent, disable, or interfere with security features of the Services. (d) Use the Services to develop competing products or services. (e) Sublicense, resell, or redistribute the Services or any component thereof. (f) Use automated systems (bots, scrapers) to access the Services except through our official APIs. (g) Upload malicious code, viruses, or any harmful content. (h) Use AI features to generate content that is illegal, harmful, deceptive, or infringes on third-party rights. (i) Attempt to extract, replicate, or reverse-engineer AI models accessed through the Services. (j) Exceed usage limits or rate limits applicable to your subscription plan.
All intellectual property rights in the Services, including but not limited to software, algorithms, user interfaces, designs, trademarks, and documentation, are owned by Neumar or its licensors.
You retain all rights, title, and interest in your Customer Data. By using the Services, you grant us a limited, non-exclusive license to process your Customer Data solely as necessary to provide the Services.
We do not claim ownership of AI Output generated through your use of the Services. However, you acknowledge that AI Output may not be unique, and similar or identical output may be generated for other users.
The Services include AI-powered features that utilize third-party AI model providers (including but not limited to Anthropic, OpenAI, and Google). By using these features, you acknowledge and agree that:
(a) We do not use your Customer Data to train our AI models or any third-party AI models. (b) Your data may be transmitted to third-party AI service providers for processing. These providers are contractually bound not to use your data for model training. (c) AI Output may contain errors, inaccuracies, or biases. You are solely responsible for reviewing and verifying all AI-generated content before use. (d) AI Output does not constitute professional advice (legal, medical, financial, or otherwise). (e) We make no representations regarding the intellectual property status of AI Output, including whether it is eligible for copyright protection in any jurisdiction. (f) AI capabilities may change as underlying models are updated by their respective providers. (g) When using AI agent features, the agent may take actions on your behalf (such as creating tasks, modifying files, or interacting with integrations). You are responsible for configuring agent permissions appropriately and reviewing agent actions.
We process your data as described in our Privacy Policy. Key commitments:
(a) Customer Data remains your property at all times. (b) Desktop application data stored locally (SQLite databases, workspace files) resides on your device and is your responsibility to back up. (c) Web application data is stored in secured cloud infrastructure with encryption at rest and in transit. (d) Upon account termination, you may request export of your data for a period of 30 days, after which it will be permanently deleted. (e) We implement industry-standard security measures to protect your data, but no system is completely secure.
The following additional terms apply to the Neumar desktop application:
(a) License: We grant you a limited, non-exclusive, non-transferable, revocable license to install and use the desktop application on devices you own or control. (b) Updates: The application may automatically check for and install updates. You agree to accept updates as part of your use of the desktop application. (c) Background Processes: The desktop application runs a local API sidecar process to provide AI agent functionality. This process operates within your local environment. (d) Local Storage: The application stores data locally using SQLite. You are responsible for the security and backup of locally stored data. (e) System Requirements: The desktop application requires compatible operating system versions. We do not guarantee compatibility with all system configurations. (f) Offline Functionality: Certain features may be available offline, while AI-powered features require an internet connection to communicate with AI service providers. (g) Workspace Isolation: All file operations are confined to your configured workspace directory for security.
The Services may integrate with third-party platforms (e.g., Jira, Linear, GitHub, MCP servers). These integrations are subject to the respective third-party's terms of service. We are not responsible for third-party services, their availability, or their handling of your data. You are responsible for reviewing and accepting the terms of any third-party services you connect to through our platform.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(b) IN NO EVENT SHALL NEUMAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICES.
(c) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY YOU TO NEUMAR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (II) ONE HUNDRED US DOLLARS ($100).
(d) WE SHALL NOT BE LIABLE FOR ANY ACTIONS TAKEN BY AI AGENTS ON YOUR BEHALF, DAMAGES ARISING FROM AI OUTPUT, OR ANY DECISIONS MADE BASED ON AI-GENERATED CONTENT.
You agree to indemnify, defend, and hold harmless Neumar, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:
(a) Your use of the Services. (b) Your Customer Data or content. (c) Your violation of these Terms. (d) Your violation of any third-party rights. (e) Actions taken by AI agents configured or authorized by you.
Either party may terminate this agreement:
(a) You may terminate by deleting your Account and discontinuing use of the Services. (b) We may suspend or terminate your access if you violate these Terms, with notice where practicable. (c) Upon termination, your right to use the Services ceases immediately. (d) You may request data export within 30 days of termination. (e) Sections that by their nature should survive termination shall survive, including intellectual property, limitation of liability, indemnification, and dispute resolution provisions.
Any dispute arising from these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.
Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of 30 days.
Any unresolved disputes shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Delaware or remotely at the mutual agreement of the parties.
We may modify these Terms at any time. We will provide at least 30 days' notice of material changes via email or through the Services. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance. If you do not agree with the updated Terms, you must stop using the Services and delete your Account.
(a) Entire Agreement: These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Neumar regarding the Services. (b) Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. (c) Waiver: Failure to enforce any right or provision shall not constitute a waiver of that right or provision. (d) Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets. (e) Force Majeure: We shall not be liable for delays or failures in performance resulting from causes beyond our reasonable control. (f) Contact: For questions about these Terms, contact us at legal@neumar.app.
