NEDA WEBSITE AND PLATFORM TERMS OF SERVICE

2. Business Customer Responsibility

Neda does not independently guarantee or verify every business claim, service, product, price, credential, review, hour, service area, appointment, estimate, order, or representation. Contact the relevant business directly regarding service quality, pricing, refunds, appointments, orders, repair recommendations, health or treatment matters, licensing, qualifications, or complaints.

3. Eligibility

You must be at least 18 years old to create an account or use business-facing Services. You may not use the Services if you have been suspended, lack authority to act for the relevant business, or your use violates law or creates an unacceptable privacy, security, fraud, safety, or compliance risk. Age-restricted products or services may require additional verification.

4. Accounts and Access

You must provide accurate information and keep it current. You are responsible for protecting credentials, limiting access to authorized users, assigning permissions, activity under your account, and promptly notifying Neda of unauthorized access. Neda may require identity, business, domain, or location verification.

5. Website Agent and Growth Agent

6. AI Features and Neda Scores

Neda may use AI to interpret intent, extract or classify business information, analyze content, normalize service and job descriptions, test selected AI assistants, identify mentions, recommendations, competitors, citations, and factual errors, and draft explanations or recommendations. "AI Discovery Scan" means Neda's controlled evaluation of selected AI assistants responding to defined customer-intent questions about a business, its services, locations, and related attributes.

Neda scores and AI Discovery Scan results depend on the prompt suite and version, business vertical, location, provider, evaluation mode, test date, repeat count, evidence sources, extraction rules, and scoring methodology. AI outputs may be incomplete, inaccurate, stale, inconsistent, or unavailable. Neda does not guarantee that an AI assistant will mention, recommend, rank, or accurately describe a business, or that a score will produce rankings, leads, bookings, revenue, or other outcomes. Provider failure or an inconclusive result is not necessarily evidence of poor visibility. Review results before acting on them.

7. Estimates, Recommendations, and Declined Work

Where authorized, the Services may retrieve, store, analyze, and act on records of recommended, approved, declined, and deferred services, including associated descriptions, measurements, images, prices, parts, labor, and timestamps ("Service Records").

Neda does not diagnose vehicles, equipment, or persons, does not determine whether any recommended service is necessary, appropriate, or safe, and does not set prices. All recommendations originate from the Business Customer. Communications regarding declined or deferred work reflect the Business Customer's own prior recommendation and pricing. The Business Customer is solely responsible for the accuracy, necessity, safety, and pricing of any recommendation and for compliance with applicable automotive repair, consumer protection, estimate, and disclosure laws.

8. No Professional or Emergency Advice

Except as expressly provided in Section 13, the Services do not provide medical, legal, financial, tax, insurance, safety, or emergency advice. For med spas, wellness, dental, veterinary, and other health-adjacent businesses, Neda does not diagnose, prescribe, guarantee outcomes, verify clinical efficacy, or replace a qualified professional. Use appropriate professional or emergency services for critical matters.

9. Consumer Communications and Consumer Relationships

10. Customer Content and Customer Records

11. Feedback

If you provide suggestions or feedback, you grant Neda a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, display, perform, and otherwise exploit that feedback for lawful purposes. Do not submit confidential information through an open feedback channel.

12. Integrations and Third-Party Services

Neda may integrate with search, map, booking, scheduling, POS, PMS, shop-management, practice-management, CRM, payment, messaging, analytics, AI, parts, valuation, vehicle-data, and other third-party services. Enabling an integration authorizes Neda to access and process relevant information as necessary to provide it. You are responsible for authorization, account mappings, connected accounts, third-party terms, fees, and compliance. Third parties may change or discontinue their services, and Neda does not guarantee their availability, accuracy, compatibility, or uptime.

13. Financial Services, Insurance, and Referrals

Neda may make available, or refer consumers or Business Customers to, third-party providers of financing, payment plans, insurance, service contracts, extended warranties, and related products.

• Neda is not a lender, insurer, insurance producer, service contract provider, or credit reporting agency, and does not extend credit, underwrite risk, or make credit decisions.
• All such products are provided by third parties under their own terms and are subject to their eligibility criteria and approval.
• Neda may receive compensation, including referral, origination, marketing, or commission payments, in connection with these products. Compensation arrangements will be disclosed as required by law.
• Where Neda's role requires licensure, registration, or specific disclosures under applicable law, Neda will obtain and maintain the same or operate through appropriately licensed partners.

Nothing in Section 8 restricts Neda's ability to offer or refer these products.

14. Bookings, Orders, Quotes, and Payments

Neda may facilitate drafts, requests, quotes, estimates, orders, payment sessions, or connections to third-party systems. Neda is not the merchant or service provider. A draft or request is not a confirmed booking, order, quote, estimate, or payment unless the relevant system confirms it. The business controls pricing, availability, fulfillment, cancellations, refunds, taxes, and support. Payment processing is handled by the applicable processor. Neda does not store raw payment-card numbers or CVV codes.

15. Electronic Communications

You consent to electronic notices, records, disclosures, agreements, and communications from Neda where permitted by law. Electronic communications satisfy legal writing requirements where permitted. Essential legal, security, account, and transaction communications cannot be opted out of while using the relevant feature.

16. License to Use the Services

Subject to these Terms and applicable payment, Neda grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Services for their intended purpose. You may not copy, modify, sell, lease, sublicense, resell, frame, mirror, or create derivative works from the Services; remove proprietary notices; circumvent security or rate limits; or permit unauthorized access.

17. Ownership and Neda Materials

"Neda Materials" means the Services and all software, code, interfaces, APIs, workflows, tools, designs, documentation, dashboards, reports, scoring methodologies, prompt-pack frameworks, models, model weights, taxonomies, normalization rules, benchmarks, indices, Derived Data, system-generated materials, Neda trademarks, and other materials provided or created by Neda, excluding Customer Content, Customer Records, and third-party materials. Neda and its licensors own Neda Materials. You may use Neda-generated reports and recommendations for internal business purposes, but may not misrepresent Neda's scores, methodology, AI results, citations, or recommendations, or use them to disparage a third party.

18. Prohibited Conduct

You agree not to:

• Violate law or another person's rights.
• Access another tenant's data or bypass tenant boundaries.
• Impersonate a person, business, provider, or Neda.
• Upload malware or interfere with the Services or connected systems.
• Probe, attack, or test systems without authorization.
• Circumvent authentication, permissions, approval workflows, or rate limits.
• Scrape, crawl, data-mine, extract, index, reproduce, or collect Neda Materials except through an authorized API or method.
• Harvest personal information or send spam, phishing, fraudulent, abusive, or unlawful communications.
• Send communications without required consent, or misrepresent the existence or scope of consent.
• Solicit, filter, gate, suppress, or route customer reviews based on anticipated or expressed sentiment, or offer compensation for positive reviews.
• Submit raw payment-card data, private keys, passwords, or unnecessary sensitive information.
• Use Neda for unsupported medical claims or unlawful discriminatory decisions.
• Publish or alter public content without required authorization.
• Use AI output without appropriate professional review where review is reasonably necessary.
• Reverse engineer, decompile, disassemble, or attempt to discover source code except as expressly permitted by applicable law.
• Attempt, assist, encourage, or permit another person to engage in prohibited conduct.

19. Review Integrity

The Services support requesting customer reviews. You agree that all review requests sent through the Services will be delivered on the same terms to all eligible customers without regard to anticipated or expressed sentiment. You may not use the Services to suppress negative reviews, route customers to private feedback channels based on sentiment, or provide compensation in exchange for reviews. Neda may configure the Services to enforce this Section and may suspend review functionality for non-compliance.

20. Copyright Notices

If you believe material available through the Services infringes copyright, contact Neda at 222 N Pacific Coast Hwy, El Segundo, CA 90245 or via email at info@withneda.com and identify the copyrighted work, allegedly infringing material, your contact information, a good-faith statement, and your authority to act. Neda may remove content or suspend repeat infringers as permitted by law.

21. Fees and Subscriptions

Paid Services are governed by applicable orders, subscriptions, or pricing terms. Fees may be based on locations, users, scans, messages, AI runs, storage, integrations, transaction volume, or other usage. Taxes and third-party charges may apply. Subscriptions renew as stated in the applicable plan. Neda may suspend paid features for overdue amounts after reasonable notice. Free trials and beta programs may be limited or discontinued. A negotiated written agreement controls if it conflicts with these Terms, as described in Section 30.

22. Modifications to the Services

Neda may modify, suspend, limit, or discontinue features, integrations, AI providers, prompt packs, scoring definitions, APIs, channels, or dashboards. Neda is not responsible for third-party changes, outages, provider restrictions, or discontinued APIs.

23. Suspension and Termination

Neda may suspend or terminate access for breach, nonpayment, security, privacy, fraud, legal, messaging, safety, or compliance risk, third-party requirements, or discontinuation. Upon termination, your license ends and Neda may disable accounts, integrations, tokens, and workflows. Data is handled under the Privacy Policy, applicable agreement, retention schedule, backups, security procedures, legal obligations, and disputes, subject to Section 10(C) and 10(D). Provisions intended to survive remain effective, including Sections 9(B), 10(C), 10(D), 11, 17, 24, 25, 26, 27, and 34.

24. Disclaimers

25. Limitation of Liability

26. Dispute Resolution, Binding Arbitration, and Class Action Waiver

27. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Neda and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from:

• Customer Content or Customer Records;
• Your business, products, services, staff, customers, or transactions;
• Your use or misuse of the Services;
• Your breach of these Terms;
• Violation of law or third-party rights;
• Failure to obtain, document, or accurately represent any required consumer consent, including under the Telephone Consumer Protection Act or state analogues;
• Any communication sent through the Services in reliance on consent you represented you had obtained;
• Any repair, service, estimate, diagnosis, price, or recommendation originating from you;
• Any review solicitation practice you direct or perform that violates applicable law;
• Communications or public content; or
• Regulated, health-adjacent, financial, or sensitive workflows.

Neda may assume control of the defense of a matter subject to indemnification, and you agree to cooperate. The limitation of liability in Section 25 does not limit your indemnification obligations under this Section.

28. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Subject to Section 26 and applicable law, permitted court proceedings will be brought in the state or federal courts located in Los Angeles County, California, and the parties consent to that jurisdiction and venue.

29. Privacy Policy and Data Processing

The Neda Privacy Policy explains how Neda collects, uses, discloses, retains, and protects Personal Information and is incorporated by reference.

The Neda Data Processing Addendum ("DPA") applies to all Business Customers and is incorporated by reference. It is not optional. Where Neda processes Personal Information on your behalf, the DPA governs that processing and establishes Neda's status as a service provider or processor under applicable law. Where Neda processes information for its own purposes as described in the Privacy Policy, Neda acts as a business or controller.

30. Additional Terms

Certain Services may have additional business agreements, order forms, API terms, messaging terms, acceptable-use policies, beta terms, developer terms, financial services terms, or third-party terms. If a negotiated written agreement or order form conflicts with these Terms, the negotiated agreement controls for that customer, except that Sections 9(B), 10(C), 10(D), and 26 may be modified only by an express written amendment specifically identifying the section modified.

31. Electronic Signatures and Notices

You consent to electronic contracting, notices, records, and signatures where permitted by law. Keep account contact information current. Neda may send notices through the Services, account email, dashboard, or another reasonable method.

32. California Notice

If required, California residents may contact the California Department of Consumer Affairs regarding a complaint about the Services. Contact information will be provided in the applicable consumer notice or on the Neda website.

33. International Use

The Services are primarily intended for users in the United States. If you access them outside the United States, you are responsible for complying with local law. Neda may restrict access or functionality by location.

34. Assignment and Change of Control

You may not assign these Terms without Neda's consent, except in a merger, acquisition, or sale of substantially all assets, provided that all licenses granted to Neda under Sections 9(B), 10(B), 10(C), and 11 survive and bind your successor. Neda may assign these Terms in connection with a corporate transaction, financing, or sale of assets, including any assignment of Derived Data and associated rights.

35. General Provisions

These Terms, the Privacy Policy, the DPA, additional terms, and applicable orders or written agreements constitute the entire agreement regarding the Services. If any provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and the remainder remains effective. Failure to enforce a provision is not a waiver. Section headings are for convenience. "Including" means "including without limitation."