Subscription Agreement

This Subscription Agreement ("Agreement") is entered into between NeoSpline ApS, a company registered in Denmark (CVR 46494008) ("NeoSpline"), and the entity identified on the applicable Order Form ("Customer"). NeoSpline and the Customer are each a "Party" and collectively the "Parties."

This Agreement governs Sales-Assisted Subscriptions purchased via an Order Form. Sales-Assisted Subscriptions are offered only to customers acting in the course of a trade, business, craft, or profession; consumers purchase under the Terms of Service, and this Agreement is not offered to consumers. If Customer is purchasing a Self-Serve Subscription through the NeoSpline website or in-product purchase flow, the Terms of Service apply instead.

NeoSpline is an AI-assisted CAD and design tool. Output requires Customer review, and the Services do not provide professional architectural, engineering, construction, manufacturing, safety, legal, financial, code-compliance, or other regulated advice.

This Agreement, together with all applicable Order Forms, any Enterprise Addendum, the Data Processing Agreement, Data Handling Terms, and Data Portability document, constitutes the entire agreement between the Parties regarding the Services. The Privacy Policy describes how NeoSpline processes Personal Data but is not a component of the Agreement; the contractual data-processing terms are in the Data Handling Terms and the Data Processing Agreement.

In the event of conflict between the documents forming the Agreement, the following order of precedence applies: (1) Order Form, but only to the extent it expressly modifies a term in a lower-ranking document; (2) Enterprise Addendum, for enterprise-specific service, availability, residency, support, and SLA commitments; (3) Data Processing Agreement, for the Processing of Personal Data by NeoSpline as Data Processor on behalf of Customer; (4) Data Handling Terms; (5) this Subscription Agreement. The Data Portability document forms part of the Agreement but does not establish a separate order of precedence. Purchase orders, procurement terms, or other Customer-issued documents do not form part of the Agreement and do not override any term herein.

1. Definitions

"Services" means NeoSpline's AI-assisted design platform and associated cloud services, including CAD plugins, the web platform, APIs, server-side AI processing, account administration, and related service interfaces.

"Subscription" means Customer's right to access and use the Services during the term specified in the applicable Order Form.

"Self-Serve Subscription" means a Subscription purchased directly through the NeoSpline website or in-product purchase flow, governed by the Terms of Service.

"Sales-Assisted Subscription" means a Subscription purchased via an Order Form under this Agreement.

"Order Form" means a mutually executed ordering document between NeoSpline and Customer that references this Agreement and specifies the Services, scope, pricing, term, and other commercial details of the Subscription.

"Authorized Users" means employees of Customer and of its Affiliates, and individual contractors and consultants engaged by Customer or its Affiliates, in each case acting on Customer's behalf and for Customer's benefit and bound by confidentiality and use obligations no less protective than this Agreement.

"Affiliates" means entities that control, are controlled by, or are under common control with Customer.

"High-Risk Use" means, for purposes of this Agreement, any use of the Services or Output where an error, omission, delay, malfunction, or misuse could reasonably be expected to cause serious safety, legal, professional, financial, rights, or compliance harm. Examples include use in construction, fabrication, manufacturing, public infrastructure, safety-critical systems, regulated submissions, permit applications, professional design sign-off, structural or life-safety analysis, or workflows affecting third-party rights or legally protected interests.

"Customer Content" means:

• (a) Input — all data, files, and configurations Customer provides to the Services, or that are captured through Customer's use of the Services, including:
  • Design data (CAD geometry, project files)
  • Conversation history and chat messages
  • File attachments uploaded by the user and attached to chat messages (images, documents, and other files)
  • Custom prompts and instructions
  • Viewport images captured during use, whether user-initiated, AI-triggered, or automatically captured for service quality monitoring
• (b) Output — all results the Services deliver to Customer, including:
  • Geometry modifications and new objects
  • Design suggestions and analysis
  • Generated text responses

"Processing Data" means intermediate representations of Customer Content or CAD model state generated by NeoSpline's internal processing pipeline during service delivery, such as spatial analysis results, processing artifacts, metadata about CAD model changes, and agent orchestration scripts and tool invocation records. These data are specific to NeoSpline's service architecture and may reflect proprietary processing methods. Processing Data is subject to the same data residency, security, retention, and no-training commitments as Customer Content. It is not Customer Content and is not subject to data access or portability requests, without prejudice to data subject rights under applicable data protection law in respect of any Personal Data contained in Processing Data. It is deleted upon termination alongside Customer Content.

"Voice Input" means audio recordings provided by the user via the speech-to-text feature. Voice Input is not Customer Content unless the resulting transcription is sent as a chat message by the user. NeoSpline's handling commitments for Voice Input, including zero retention of audio recordings by NeoSpline and, on the transcription provider's side, no retention under that provider's published endpoint data controls, and treatment of the transcription as ephemeral until the user sends it as a chat message (after which it is Customer Content), are set out in the Data Handling Terms.

"Beta Feature" means any Service, feature, or functionality that NeoSpline identifies as beta, preview, experimental, early access, limited release, or a similar designation in the Services, documentation, release notes, or a NeoSpline notice.

2. Scope and Use of the Subscription

The Subscription grants Customer the right for its Authorized Users to use NeoSpline's system and Services, subject to any user limits specified in the Order Form.

Customer is responsible for its Authorized Users' compliance with this Agreement and for all activity under their accounts. The Subscription may not be used by, or for the benefit of, any person or organization other than Customer, its Affiliates, and their Authorized Users.

If NeoSpline provides API keys, client credentials, access tokens, or integration credentials, Customer must keep them confidential, use them only for authorized access to the Services, and promptly rotate or revoke them if they are compromised or no longer needed. Customer is responsible for all activity performed through its accounts, API credentials, integrations, and automated clients.

Beta Features. NeoSpline may make Beta Features available from time to time. Use of a Beta Feature is optional and at Customer's own risk. Beta Features are intended for evaluation, may be incomplete or unstable, may contain bugs or errors, and may not function on all devices, operating systems, Rhino versions, plugin versions, or configurations.

Beta Features are provided "as is" and "as available," without warranties of any kind, and without any availability, support, response, mitigation, recovery, service-credit, or other service-level commitment. NeoSpline may modify, suspend, limit, or discontinue a Beta Feature at any time, with or without notice, and may never make it generally available. Customer's purchase or use of the Services is not contingent on any Beta Feature or on the delivery of any future functionality.

If Customer or its Authorized Users provide feedback or suggestions regarding a Beta Feature, NeoSpline may use that feedback for any purpose without obligation or compensation to Customer.

All other provisions of this Agreement continue to apply to Beta Features, including the Use Restrictions in §6.4 and the AI/CAD Output Safety obligations in §6.5.

3. Duration and Termination of the Subscription

3.1 Term and Renewal

The Subscriptions run from the start date, as specified in the Order Form. The Subscriptions can have a quarterly or yearly renewal term. At the end of the period, the Subscription will automatically renew for another period unless terminated by the Customer in accordance with §3.2. The minimum subscription period is six (6) months for quarterly subscriptions and twelve (12) months for annual subscriptions. For clarity, the renewal term (quarterly or yearly) determines the billing and renewal cadence only and is not the commitment period; the applicable minimum subscription period and renewal term are stated on the Order Form. The minimum subscription periods and renewal terms in this Section do not limit Customer's switching rights under Section 9 (Switching and Data Portability); exercising those rights does not relieve Customer of payment obligations for the remainder of the committed subscription term.

3.2 Termination Notice

Subscriptions may be terminated by email to ar@neospline.ai, one month before the expiry of the subscription (i.e. for subscriptions with yearly renewal term running from April to March, the termination notice must be received before the end of February). The agreement cannot be terminated for a period of subscription already initiated and the Customer will not be entitled to a refund for that subscription period.

The Customer may terminate any subscription free of charge within two weeks from date of signature of the Agreement, provided that the Customer did not start using the Services.

3.3 Termination for Breach

NeoSpline may (without prejudice to any other rights or remedies it may have) terminate the Subscription if Customer materially breaches this Agreement — including violation of the Use Restrictions in §6.4 or use of the Subscription by or for persons other than Authorized Users — and either the breach is incapable of remedy or Customer fails to remedy it within fourteen (14) days of receiving written notice describing the breach. NeoSpline may suspend or terminate access immediately and without a cure period where the breach is deliberate, creates a security risk to the Services or to other customers, exposes NeoSpline to legal liability, or is repeated after a previous breach was remedied.

If NeoSpline terminates the Subscription under this section, all credits — plan, rolled-over, and purchased top-up credits — are forfeited on termination, prepaid fees are not refunded, and termination does not relieve Customer of payment obligations for the remainder of the committed subscription term.

3.4 Bankruptcy

In the event of any of the Parties filing for bankruptcy, the Agreement will be terminated, and all Services will be terminated immediately, unless otherwise specifically agreed in writing between the Parties.

4. Price and Payment Terms

4.1 Pricing

Prices for each service item are listed on the Order Form. Pricing is fixed for the committed subscription term specified in the Order Form. NeoSpline may adjust pricing with effect from the next renewal by giving Customer at least sixty (60) days' prior written notice.

All fees are non-refundable except as expressly provided in this Agreement.

4.2 Invoicing and Payment

The invoicing periods run according to the Order Form. The payment term is as specified on the Order Form.

Purchase order references. If Customer requires a purchase order number to appear on invoices, Customer must state this on the Order Form and provide the purchase order number either on the Order Form or within five (5) business days of its execution. If Customer does not provide a purchase order number within that period, the requirement is waived, and invoices issued without a purchase order reference are valid. Where provided, NeoSpline references purchase order numbers on invoices solely for Customer's administrative convenience; the absence or inaccuracy of a purchase order reference does not affect the validity of an invoice, its due date, or Customer's obligation to pay it. If Customer provides a purchase order number after an invoice has been issued, NeoSpline may provide an updated copy of that invoice including the reference; the original invoice date, due date, and payment obligation remain unchanged.

Invoice disputes. If Customer disputes an invoice in good faith, Customer must notify NeoSpline in writing within fourteen (14) calendar days of the invoice date, describing the reason for the dispute. Amounts not disputed within this period are deemed accepted. Undisputed amounts remain payable by the due date.

Late payment and suspension. If any undisputed amount remains unpaid fourteen (14) days after the due date, NeoSpline may suspend Customer's access to the Services after giving seven (7) days' written notice. Suspension does not pause the Subscription term and does not relieve Customer of its payment obligations, and is without prejudice to NeoSpline's termination rights under §3.3. NeoSpline will restore access promptly after receipt of all overdue amounts. NeoSpline will not be responsible for any loss, damage, costs, expenses or other claims of the Customer or any third party resulting from a suspension under this Section.

The Customer agrees to use e-mail or another electronic method of transmission to be specified in the Order Form. The Customer must provide the e-mail address, or another agreed electronic method for receiving invoices and reminders.

Invoices are payable by bank transfer to the bank account or account number specified on the invoice or, where NeoSpline offers it, by card through NeoSpline's payment provider on the invoice payment page. Payment is made when the funds are received (bank transfer) or when the charge succeeds (card).

4.3 Credits

Use of the Services is measured in credits. Credits are a unit of measure for service usage. Credits are not money, have no cash value, are non-transferable, and are not redeemable or exchangeable for money, except where mandatory applicable law provides otherwise.

The Subscription grants plan credits each month. The Subscription price is the price of the monthly plan-credit allocation. For every plan, whatever its billing and renewal cadence, the monthly allocation is provided in full at the start of each month of the subscription term. Credits measure Customer's metered use of the Services; the features available to Customer depend on the plan, and an active Subscription is required to spend credits. Some optional features or add-ons are not metered in credits and are instead provided by access, each for its own separately stated price. The per-credit price of a plan is the plan price divided by the monthly allocation. Per-credit prices and the prices of separately priced features and add-ons are stated in the Order Form or, where none exists, at the time of purchase.

Unused plan credits roll over and expire at the end of the rollover period for the plan, and purchased top-up credits are valid for the top-up validity period, in each case as stated in the Order Form or, where none exists, in the description of the plan or top-up shown at the time of purchase. Within 14 days of a top-up purchase, NeoSpline refunds the unused portion of that top-up on request.

NeoSpline may also grant promotional credits — credits provided free of charge, such as trial credits or bonus credits. Promotional credits are valid for the period stated when they are granted. NeoSpline may shorten the validity of, or revoke, promotional credits at any time at its discretion, including promotional credits already granted.

The rollover or validity period that applies to a plan credit or purchased top-up credit is the period stated when that credit was granted. If NeoSpline changes a stated period, the change applies only to credits granted after it takes effect, following the notice provisions of Section 12; plan credits and purchased top-up credits already granted keep their original period and are never retroactively shortened.

Credits are spent soonest-expiring first.

Spending credits requires an active Subscription. When the Subscription ends, Customer's unused credits are not forfeited, but they cannot be spent while Customer has no active Subscription. Each credit keeps its original expiry date, and its validity period does not pause while the Subscription is inactive. If Customer subscribes again before a credit expires, the credit can be spent until its original expiry date.

If Customer terminates the Subscription for a reason attributable to NeoSpline under this Agreement (including under Section 5.2 or Section 12), NeoSpline will, in addition to the refund of prepaid fees provided in the applicable section, refund the unused portion of purchased top-up credits at the price paid. Plan credits and rolled-over credits lapse on such termination; their value is covered by the pro-rata refund of prepaid fees. Forfeiture on termination for Customer's breach is governed by Section 3.3.

Credits are consumed per AI interaction. The number of credits each interaction consumes varies with the AI model used and the complexity of the request, including the length of the conversation and the number and size of files attached as context. NeoSpline may change the credit cost of interactions; changes take effect from the next billing period after notice to Customer. The credit cost of each interaction is shown in the usage view in the plugin and in Customer's account on the platform.

Credit allocations and prices are stated in the Order Form. Customer's current credit balance and expiry dates are shown in the platform's billing view.

4.4 Disputed Charges and Chargebacks

If Customer or its payment provider disputes a charge or initiates a chargeback, NeoSpline may submit records of Customer's account and use of the Services — including authentication and login events, timestamps, IP addresses, request and feature-usage metadata, and billing records — to NeoSpline's payment provider and, through it, to the card network and the issuing bank, to evidence that the charge was authorized and that the Services were provided and used. Where such records contain Personal Data, NeoSpline processes them as Data Controller as described in the Privacy Policy.

A chargeback that reverses payment for a Subscription period is treated as non-payment of that period. NeoSpline may suspend or block access to the Services in accordance with Section 4.2 until the reversed amount is paid or the dispute is finally resolved in Customer's favor. Where the dispute is resolved in NeoSpline's favor, Customer remains liable for the fees for the affected period.

5. Service Availability and Maintenance

5.1 Availability

NeoSpline uses commercially reasonable efforts to make the Services available. NeoSpline does not guarantee uninterrupted or error-free access to the Services. Availability may be affected by planned or unplanned maintenance, third-party provider outages, Customer systems or internet connectivity, Beta Features, or force majeure events.

NeoSpline provides support by email to support@neospline.ai and through the in-app support chat on the web platform. The chat is provided by Intercom, a service provider of NeoSpline. When an Authorized User opens the chat on the web platform, NeoSpline sends Intercom the account identity details described in the Privacy Policy, so that Intercom shows the Authorized User their own conversations. The Privacy Policy and the Cookie Policy describe this processing.

No service credits, service-level targets, support response targets, or restore-time commitments apply under this Agreement unless expressly stated in an applicable Order Form or Enterprise Addendum.

5.2 Maintenance

NeoSpline may make operational changes to the Services, including software updates, at any time without prior notice. Where a planned change requires suspending access to the Services, NeoSpline will provide at least seven (7) calendar days' advance notice where commercially practicable. NeoSpline is not responsible for any consequences of a planned suspension where notice has been given.

The AI-assisted CAD design features of the Services require a current, supported version of the NeoSpline plugin. NeoSpline may update the plugin and may discontinue support for, and access from, superseded versions. NeoSpline makes updates available through the plugin's standard update channel. The web platform is accessed through a browser without the plugin; NeoSpline may update the web platform at any time, and updates are applied server-side.

If the plugin is unusable with a supported Rhino version for fourteen (14) consecutive days because of an incompatibility on NeoSpline's side, Customer may terminate the Subscription with immediate effect and NeoSpline will refund prepaid fees for the period after termination on a pro-rata basis.

6. Rights and Restrictions

6.1 Customer Content and Output

Customer retains all rights to Customer Content.

To the extent NeoSpline has any assignable rights in Output generated by the Services, NeoSpline assigns those rights to Customer, subject to NeoSpline's rights in the Services, pre-existing materials, and any third-party materials or rights. NeoSpline does not represent that Output is unique, protectable, registrable, patentable, copyrightable, trade-secret eligible, non-infringing, free of open-source or other third-party-license obligations, or suitable for commercial or consequential use without review.

6.2 NeoSpline IP

The Services and all components thereof remain the full property of NeoSpline ApS. All software, algorithms, models, documentation, and other intellectual property relating to the Services also remain the property of NeoSpline unless otherwise stipulated.

6.3 Client Application License

NeoSpline grants Customer a limited, non-exclusive, non-transferable license to install and use the client applications provided by NeoSpline for accessing the Services (currently the NeoSpline desktop plugin for Rhino) solely in connection with Customer's Subscription and in accordance with this Agreement. Customer may not:

• (a) reverse-engineer, decompile, or disassemble a client application, except to the extent expressly permitted by applicable law (including Article 6 of EU Directive 2009/24/EC for interoperability purposes);
• (b) redistribute, sublicense, rent, or lease a client application;
• (c) create derivative works based on a client application;
• (d) remove or alter any proprietary notices or labels.

This license terminates automatically when Customer's Subscription ends.

6.4 Use Restrictions

Customer agrees not to:

• (a) use the Services for any unlawful purpose or to generate content that violates applicable law or is intended to cause harm;
• (b) circumvent, disable, or tamper with any security, authentication, or licensing control, or attempt to gain unauthorized access to the Services or other users' data;
• (c) interfere with or disrupt the Services, including through automated scripts, bots, API clients, or excessive requests that could compromise availability for other customers or exceed published or agreed rate limits;
• (d) attempt to extract, derive, or reverse-engineer non-public components of the Services — including system prompts, model configurations, tool definitions, or underlying algorithms — whether through prompt injection, hidden instructions, adversarial inputs, jailbreak attempts, safety-control bypass attempts, or any other means;
• (e) use the Services to develop, train, or benchmark competing products or services, including through systematic extraction of outputs or model behavior analysis;
• (f) remove, conceal, or misrepresent safety notices, export acknowledgments, metadata, or provenance labels where NeoSpline provides them;
• (g) misrepresent Output as professionally validated, code-compliant, permitted, approved, or human-authored where that is false or misleading;
• (h) use Output as the sole basis for a High-Risk Use; or
• (i) perform security testing or penetration testing of NeoSpline infrastructure except as expressly authorized by our Vulnerability Disclosure Policy; testing methods outside the VDP scope (including denial-of-service testing, load testing, or social engineering) require prior written consent.

Customer is solely responsible for all content submitted to the Services and for evaluating AI-generated outputs for accuracy, suitability, and compliance before use. Customer must not include personal or sensitive personal data in content submitted to the Services unless necessary and authorized by Customer's organization. Customer must not submit special-category Personal Data (Article 9 GDPR) or criminal-offence data (Article 10 GDPR) unless expressly agreed in writing with NeoSpline and supported by a valid legal basis.

Violation of these restrictions constitutes a material breach of this Agreement and may result in suspension or termination of access to the Services as described in §3.3.

6.5 AI/CAD Output Safety and No Professional Services

The Services are AI-assisted CAD and design tools. Output may contain errors, omissions, unsuitable geometry, non-compliant dimensions, unsafe assumptions, or analysis that requires professional judgment.

Customer is responsible for independently reviewing, testing, simulating, validating, verifying, and approving Output before using it in design, production, construction, fabrication, manufacturing, legal, safety, compliance, client-deliverable, or other consequential workflows. Where professional, regulated, code-compliance, engineering, architectural, construction, manufacturing, or safety judgment is required, Customer must obtain review and approval by appropriately qualified personnel. Customer must not use Output as the sole basis for a High-Risk Use.

The Services and Output do not constitute architectural, engineering, construction, manufacturing, safety, legal, financial, code-compliance, or other regulated professional advice, certification, approval, or sign-off.

6.6 Assignment

NeoSpline may at any time transfer its rights and obligations under this Agreement to any economic affiliate, subsidiary, business unit, successor entity, or any of their affiliated companies or divisions. Except as provided above, the rights and obligations under this Agreement may not be transferred to any third party without the written consent of the other Party.

7. Liability and Indemnification

Warranty disclaimer. Except for the express commitments stated in this Agreement, the Data Handling Terms, the Data Processing Agreement, and (for enterprise customers) the Enterprise Addendum and applicable Order Form, the Services are provided "as is" and "as available." NeoSpline does not warrant that the Services will be uninterrupted, error-free, defect-free, or free from all harmful code. To the extent permitted by law, NeoSpline disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No availability, support, response, mitigation, recovery, regional processing, or zero-retention commitment applies unless expressly stated in an applicable Order Form, Enterprise Addendum, Data Handling Terms, or Data Processing Agreement. Beta Features are additionally governed by Section 2. The security and data handling commitments stated in the Data Handling Terms and Data Processing Agreement are not limited by the disclaimer in this paragraph.

AI-generated output. AI-assisted outputs — including text responses, design suggestions, and conversational answers — are generated by probabilistic systems and may be inaccurate, incomplete, outdated, unsuitable, non-unique, or misleading even where they appear confident or plausible. Output error, hallucination, non-uniqueness, or unsuitability is not by itself a breach of an availability commitment, support target, or service warranty. Customer's sole and exclusive remedy for any dissatisfaction with, or error, inaccuracy, or unsuitability in, AI-generated output is to discontinue use of or disregard that output. This sole remedy does not limit any other right Customer has under this Agreement for a separate breach of an express commitment.

Liability cap. NeoSpline shall not be liable to the Customer or any third party for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, business interruption, or loss of data or the restoration thereof. NeoSpline's liability will be limited and capped to a total aggregate amount of the value of payments made by the Customer for the period of 12 months before the occurrence of the incident giving rise to the liability.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Customer indemnification. Customer will defend NeoSpline against any third-party claim arising from (a) Customer Content, including any claim that Customer Content infringes or misappropriates a third party's rights or violates applicable law, or (b) use of the Services by Customer or its Authorized Users in violation of this Agreement or applicable law, and will indemnify NeoSpline against the direct costs and damages finally awarded against NeoSpline by a court of competent jurisdiction or agreed in a settlement approved in writing by Customer, provided that NeoSpline: (i) promptly notifies Customer in writing of the claim; (ii) grants Customer sole control of the defense and settlement of the claim, provided that any settlement unconditionally releases NeoSpline from all liability for the claim; and (iii) provides reasonable cooperation at Customer's expense.

8. Data Processing, Data Handling, Privacy Policy and Confidentiality

The Data Processing Agreement is part of this Agreement and sets out contractual provisions for Personal Data processed by NeoSpline on Customer's behalf. The Data Handling Terms are part of this Agreement and set out NeoSpline's commitments for Customer Content, Processing Data, Product Account Data, Voice Input and Service Data, AI model-provider data handling, no-training, retention, and data residency.

NeoSpline implements the technical and organizational security measures described in the Data Handling Terms and the Data Processing Agreement to protect information processed through the Services.

NeoSpline will keep confidential any non-public information received about the Customer and will not disclose such information to any third party, except:

• (a) to service providers and Sub-Processors engaged to provide the Services, as described in the Privacy Policy and the Sub-Processor List, subject to confidentiality obligations;
• (b) to NeoSpline's professional advisers (including legal, accounting, audit, and insurance advisers) bound by confidentiality obligations;
• (c) where disclosure is required by applicable law or by any court, regulatory, or governmental authority, and then only to the extent necessary;
• (d) where the information is or becomes publicly available other than through a breach of this Agreement; or
• (e) with the Customer's consent.

Customer will keep confidential any non-public information received from NeoSpline — including security documentation, and non-public product information — and will not disclose such information to any third party, subject to the same exceptions (a) through (e) above, applied to Customer.

9. Switching and Data Portability

This section implements the switching provisions of Regulation (EU) 2023/2854 (the "Data Act") and applies to paid Subscriptions. Trial and evaluation access is excluded from the switching obligations in this section, consistent with Article 31 of the Data Act, without prejudice to any data subject rights under applicable data protection law.

• (a) Right to switch. Customer may, upon notice to NeoSpline, switch to a data processing service offered by a different provider, port all exportable data and digital assets to Customer's own on-premises infrastructure, or erase Customer's exportable data and digital assets.
• (b) Notice period. The maximum notice period for initiating the switching process is two months. Notice may be given to support@neospline.ai.
• (c) Transitional period. Following the notice period, a transitional period of a maximum of 30 calendar days applies, during which this Agreement continues to apply and NeoSpline will provide reasonable assistance with the switching process, act with due care to maintain business continuity, inform Customer of known risks to continuity of the Services, and maintain a high level of security throughout. If the 30-day transitional period is technically unfeasible, NeoSpline will notify Customer within 14 working days of the switching request, duly justify the unfeasibility, and indicate an alternative transitional period not exceeding seven months. Customer may extend the transitional period once for a period Customer considers more appropriate for its own purposes.
• (d) Exportable data. The Data Portability document, which forms part of this Agreement, contains an exhaustive specification of the categories of data and digital assets that can be ported during switching, including the exportable data categories and the categories exempted as specific to the internal functioning of the Services where a risk of breach of trade secrets exists.
• (e) Data retrieval. Following termination of the transitional period, exportable data remains available for retrieval for a minimum period of 30 calendar days.
• (f) Erasure. After expiry of the retrieval period, and provided the switching process has been completed, NeoSpline will erase Customer's exportable data and digital assets in accordance with the Data Handling Terms.
• (g) Charges. NeoSpline does not charge for switching.
• (h) Termination. This Agreement terminates upon successful completion of the switching process or, where Customer elects to erase its exportable data and digital assets without porting, at the end of the notice period. NeoSpline will notify Customer of the termination.
• (i) Transparency information. In accordance with Article 28(2) of the Data Act, the information required by Article 28(1) of the Data Act is published in Section 6 of the Data Portability information and, for infrastructure providers and their jurisdictions, in the Sub-Processor List.

Exercising switching rights does not relieve Customer of payment obligations for the remainder of any committed subscription term and does not entitle Customer to a refund of prepaid fees; such amounts are not charges for the switching process within the meaning of the Data Act.

These rights are without prejudice to Customer's termination rights elsewhere in this Agreement.

10. Marketing

NeoSpline shall be entitled to refer to the Customer name and logo and the Services provided in its marketing collateral, including a brief description of such services. Material on the website, flyers, presentations, outreach and any material displayed publicly are considered marketing collateral for the purpose of this clause.

11. System Changes and Feature Updates

NeoSpline informs registered users about system changes, feature updates, security notices, and other service communications by e-mail to the address used for registration. These are service communications necessary for the proper use and administration of the Services, sent on the basis of NeoSpline's legitimate interests; they are not marketing. Marketing communications are sent only with consent, as described in the Privacy Policy.

12. Entire Agreement

The Agreement contains the entire agreement between the Parties and supersedes all previous correspondence or communications whether written or oral.

NeoSpline may amend this Agreement from time to time. NeoSpline will give Customer no less than thirty (30) days' written notice of amendments by e-mail to the contact address specified on the Order Form and by posting on our website https://neospline.ai/subscription-agreement. Amendments take effect at the next renewal of the Subscription following the end of the notice period and do not apply during a committed subscription term already in progress; the terms in effect at the start of a committed subscription term remain unchanged for that term. Pricing changes take effect as described in Section 4.1. If an amendment materially reduces Customer's rights or NeoSpline's obligations under the Agreement, Customer may terminate the Agreement by written notice before the amendment takes effect, and NeoSpline will refund any prepaid fees for the period after the termination date on a pro-rata basis. The Order Form and any Enterprise Addendum prevail over amended terms in accordance with the order of precedence in the preamble.

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Failure to enforce any provision does not constitute a waiver of that provision.

13. Force Majeure

Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by a Force Majeure Event, and provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means.

'Force Majeure Event' means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, failures of NeoSpline's hosting provider, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, natural disasters, explosions, fires, floods, riots, terrorist attacks and wars).

14. Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of Denmark, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Denmark's conflict-of-laws rules. The Danish courts shall have exclusive jurisdiction to determine any dispute concerning this Agreement or the subject matter of this Agreement.

15. Contact

NeoSpline ApS — see our Imprint for full company details.

support@neospline.ai