Terms of Use

These Terms of Use ("Terms") form a binding agreement between you ("you", "User") and Neyra Labs Pte. Ltd. (UEN 202317585C), a company incorporated in the Republic of Singapore ("Neyra", "we", "our") governing your access to and use of Neyra Studio and any related websites, apps, APIs, agents and services (the "Services"). By accessing our websites, creating an account, being granted access to a preview, whitelist, demo or beta environment, or otherwise using the Services, you agree to these Terms — including the intellectual-property, confidentiality and anti-reverse-engineering restrictions in Sections 4.10–4.13 — and to our Privacy Policy. If you do not agree, you must not access or use the Services.

Access to the Services is a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the Services as offered, for your own creative production. It is not a sale, transfer or license of our technology, and it grants you no right to study, replicate, benchmark, resell or rebuild any part of the Services.

1. Eligibility & accounts

You must be at least 18 years old and capable of entering into a binding contract. You agree to provide accurate information and to keep your credentials secure. You are responsible for activity under your account. Notify us at hello@neyra.ai if you suspect unauthorized access.

If you sign in with Google, your continued access depends on the OAuth permissions you have approved. You can revoke them at any time via your Google Account, in which case your Neyra access may be limited.

2. The Services

Neyra Studio is an AI-driven production pipeline. Specialist agents accept a brief, route work across model providers, and assemble cinematic content (scripts, shots, audio, edits, masters). On neyra.ai we also offer film projects: we break down your script and deliver analysis, development and previz materials as set out in the offer you accept (Section 3). Features evolve and may change without prior notice; we will not materially degrade paid features without reasonable notice.

3. Subscriptions, credits and billing

3.1 How you buy

We offer two ways to work with us. Film projects: after you submit a script, a producer reviews it and sends you a written offer that sets the scope, the deliverables, the milestones and the price of each milestone. Neyra Studio: access is offered as a paid membership or subscription and/or credit pack, and each plan details its credit allowance, render entitlements and seat limits at checkout. We do not publish prices; the offer or checkout page you accept is what applies. Taxes are added where required.

3.2 Project milestones

• Each milestone is invoiced through Stripe when it becomes due and is payable within 7 days of the invoice, unless your offer says otherwise. Work on a milestone starts once it is paid.
• We deliver each milestone to your project's data room and tell you by email.
• You may accept a delivery or ask for changes within the scope of the offer. If you do neither within 7 days of delivery, the milestone is treated as accepted.
• Any credit we grant toward a later package (for example, for a paid pilot) is stated in your offer and applies only within the period stated there.
• Delivered milestones are non-refundable except as stated in your offer or where the law requires. If we cannot deliver a paid milestone, we refund it.

3.3 Auto-renewal

Subscriptions automatically renew for the same period (monthly or annual) using your saved payment method until canceled. We will email a renewal reminder for annual plans.

3.4 Cancellation

You can cancel at any time from Settings → Billing or by emailing hello@neyra.ai. Cancellation takes effect at the end of your current billing period — you keep access and any remaining credits until that date, then your plan downgrades to the free tier (if available) or is closed.

3.5 Refunds (memberships and subscriptions)

Subscription fees are non-refundable except where required by law (for example, the EU 14-day right of withdrawal for consumers, unless you have already consumed the digital content). Refunds for technical failures attributable to us are handled case-by-case in good faith.

3.6 Credits

• Credits are a license to use compute, not currency, and have no cash value.
• Credits are consumed when agents perform work (rendering, model calls, exports).
• Plan credits reset at the start of each billing period and do not roll over unless your plan says so.
• Purchased credit packs expire 12 months after purchase unless local law requires otherwise.

3.7 Failed payments

If a payment fails, we will retry and notify you. Persistent failure may result in suspension or downgrade of your account.

4. Inputs, outputs and intellectual property

4.1 Your content

"Inputs" means everything you submit (briefs, prompts, scripts, treatments, character bibles, world bibles, assets and references). "Outputs" means content generated by the Services from your Inputs, including images, video, audio, dialogue, music, edits and masters. "Creative Property" means the characters, names, likenesses, story, screenplay, plot, dialogue, settings, worlds, designs, titles and other expressive elements embodied in or developed from your Inputs and Outputs. As between you and Neyra, you retain all right, title and interest in your Inputs and your Creative Property.

4.2 Assignment of Outputs to you

To give you the cleanest possible ownership position, and to the maximum extent permitted by law, Neyra hereby irrevocably assigns to you, on a present-tense basis upon creation, all of its right, title and interest (if any) in and to the Outputs and the Creative Property generated for you through the Services. Where any such right cannot be assigned, Neyra grants you a perpetual, worldwide, exclusive, royalty-free, sublicensable and transferable license to exploit it for any purpose. To the extent any Output qualifies as a work made for hire for you under applicable law, it is one; otherwise this present assignment applies. Both exist so producers can build a clean chain of title.

4.3 Characters, stories and worlds you create

Neyra is a tool for human authorship. You are the author and owner of the original characters, stories, worlds and other Creative Property you conceive, select, arrange and direct using the Services. Neyra makes no claim of ownership, authorship or co-authorship over your Creative Property, will not reuse your named characters, designs or worlds for any other customer, and will not register or assert any copyright, trademark or other right in them.

4.4 Copyrightability of AI-assisted works

You understand that copyright law in some jurisdictions (including the United States) protects only material that reflects sufficient human authorship, and that purely machine-generated material without meaningful human creative contribution may not be eligible for copyright. Your creative control — the selection, arrangement, editing, iteration and direction you provide through Neyra — is what supports authorship. Neyra does not warrant that any particular Output is, or is not, copyrightable; registrability is determined case by case by the relevant authority and applicable law. We provide creation logs and provenance metadata (see 4.8) to help you evidence your human contribution.

4.5 License to Neyra (limited, to operate the Services)

You grant Neyra a worldwide, non-exclusive, royalty-free license to host, process, transmit, store, display and create technical derivatives of your Inputs and Outputs solely to operate, secure, support and improve the Services for you. We will not use your Inputs, Outputs or Creative Property to train, fine-tune or improve any AI model, ours or a third party's, and will never make them available to train public models, except a private Custom Model you ask for under Section 4.13 or with your explicit, separate opt-in. We send Inputs to third-party model providers only to carry out your request, through their API or business services, which we select and review for commitments not to train on that content. This license ends when you delete the relevant content or close your account, except for residual backups purged on our standard cycle and records we must retain by law.

4.6 Similar outputs & non-exclusivity of style

Generative AI is probabilistic. Other users may submit similar generic prompts and receive similar generic Outputs, and no one can own an artistic style, genre, idea or technique as such. We therefore do not guarantee uniqueness of unelaborated Outputs, and Output elements that are not original to you and not the product of your creative contribution are not owned by you. This does not affect your ownership of your specific, elaborated Creative Property under 4.2 and 4.3.

4.7 Moral rights & credit

To the extent permitted by law, and except where non-waivable, Neyra waives any so-called moral rights, droit moral or rights of attribution and integrity in the Outputs in your favor, so you can edit, adapt, combine and distribute them freely. Neyra will not publicly claim authorship of your titles.

4.8 Provenance & content credentials

Where supported, we attach provenance and content-credential metadata (e.g. C2PA-style signals) and maintain a creation log of the prompts, edits and agent steps behind an Output. These records help you demonstrate human authorship, satisfy platform AI-disclosure rules, and support your chain of title. You may request an export of the creation log for your project.

4.9 Your responsibilities & clearance

You are responsible for ensuring that your Inputs, and your intended use of the Outputs and Creative Property, do not infringe any third-party right — including copyright, trademark, trade dress, rights of publicity, name, voice and likeness (NIL), privacy and contractual obligations. You must not use the Services to deliberately recreate a real person, a protected character, brand or another party's copyrighted work without the rights or clearances to do so, and you must clear all underlying material (talent, music, footage, locations, brands) for your intended distribution. Where required by law or a distribution platform, you must disclose that content was generated or assisted with AI.

4.10 Our IP

Neyra and its licensors own all rights in the Services themselves, including the software, agents, prompts, model-orchestration pipeline, underlying and base models, the Neyra name, marks and visual identity. Nothing in these Terms transfers those rights to you, and your ownership of Outputs does not give you any right in the technology used to create them. For clarity, "Neyra Technology" means, without limitation: the Services and all software, source and object code, APIs and data models; the agents, agent roles, system prompts, prompt chains, guardrails and evaluation logic; the model-orchestration and routing pipeline and the sequence, structure and division of production stages it implements; the production workflows, methodologies, templates, taxonomies and credit mechanics; the user experience, interaction design, information architecture, navigation logic, screen flows, layouts, look and feel, visual identity, motion design, iconography and copy of our products and websites; all documentation and non-public materials; and all derivatives, improvements and know-how relating to any of the foregoing.

4.11 Restrictions — no copying, cloning or reverse engineering

Access to the Services, including any preview, whitelist, demo, trial or beta access, is granted strictly for using the Services as intended and never for the purpose of studying, replicating or competing with them. You will not, and will not permit or assist any person to:

• copy, reproduce, adapt, translate, republish or create derivative works of any part of the Neyra Technology;
• reverse engineer, decompile, disassemble, extract, probe or otherwise attempt to discover the source code, prompts, model routing, weights, architecture, algorithms, business logic or trade secrets of the Services, except to the narrow extent such a restriction is unenforceable under applicable law;
• clone, imitate or substantially reproduce our pipeline, agent structure, production workflow, UX/UI, screen flows, layouts, design system, visual identity or copy in any product, service, tool, template, demo, course or portfolio piece;
• use the Services, our documentation or our outputs to design, train, fine-tune, evaluate, benchmark or bootstrap any competing or similar AI, agent, orchestration or production product, or to generate training, evaluation or synthetic data for that purpose;
• scrape, crawl, harvest, record or bulk-export the Services, their interfaces, prompts, responses or metadata by any automated or manual means;
• circumvent or disable any access control, rate limit, watermark, provenance signal, safety filter or other technical protection measure;
• remove, obscure or alter any proprietary notice, credit or mark;
• rent, lease, sell, resell, sublicense, white-label, timeshare or provide the Services as a service bureau to any third party, or share your credentials or access with anyone outside your licensed seats;
• use the Services for competitive intelligence, or access them on behalf of, or disclose non-public information about them to, a competitor.

These restrictions survive termination and apply to your employees, contractors, agents and affiliates. You are responsible for their compliance.

4.12 Trade secrets, confidentiality of the platform & enforcement

The non-public elements of the Neyra Technology — including agent prompts, orchestration logic, routing policies, internal tooling, unreleased features, roadmaps, pricing logic and performance data — are our trade secrets and Confidential Information, developed at substantial cost and protected by reasonable measures. You will keep them confidential, use them only to use the Services, and not disclose, publish, demonstrate or record them (including screen recordings, screenshots of non-public screens, or exports of prompts and logs) without our prior written consent. Nothing here restricts your right to describe your own creative work or your general experience as a user, or to make disclosures required by law.

You acknowledge that a breach or threatened breach of Sections 4.10–4.13 would cause irreparable harm for which damages alone are an inadequate remedy. We are therefore entitled to seek immediate injunctive and equitable relief, specific performance and any other remedy, in any court of competent jurisdiction and without posting a bond, in addition to damages, an account of profits, and our reasonable legal and enforcement costs. We may also immediately suspend or terminate access, revoke licenses and credits without refund, preserve and audit relevant logs, and pursue claims for copyright and design infringement, trade-secret misappropriation, passing off, unfair competition and breach of contract. Any product, model, dataset or material you develop in breach of Section 4.12 is deemed to incorporate our Confidential Information, and you will, at our election, cease its use and distribution and destroy or assign it to us.

We may monitor, log and audit use of the Services for security, abuse, license and integrity purposes, and may use provenance and fingerprinting signals to detect unauthorized copying or redistribution.

4.13 Custom & fine-tuned models (commercial licenses)

Under a signed commercial agreement, and only at the client's request, Neyra may train, fine-tune or adapt a private model or agent on the client's own Inputs, brand assets, style guides or reference material (a "Custom Model"). Unless the applicable license schedule states otherwise:

• The client's training data, weights derived exclusively from that data, and all Outputs produced by the Custom Model are owned by the client.
• The Custom Model is trained, stored and run in a logically isolated environment and is not used to serve, train or benefit any other customer.
• Neyra retains ownership of the underlying base models, training pipeline, orchestration and tooling used to create the Custom Model.
• On termination, the client may request export or deletion of their Custom Model and training data, subject to the wind-down terms in their license schedule.

Custom Models are available only under a signed commercial license. The exact ownership, hosting, export and deletion terms are defined in each client's Master Services Agreement and license schedule, which prevail over these Terms in the event of any conflict.

4.14 Scripts you submit and the mutual NDA

When you upload a script you sign a short mutual non-disclosure agreement (the "NDA") shown on the upload screen. Under it, the script, characters, story, references and other materials you share, and everything we produce from them, are confidential; we use them only to review and deliver your project; we do not publish, sell or share them or use them to train AI models; and we keep them in private storage accessible only to your project team and the sub-processors needed to do the work (listed in our Privacy Policy). You keep full ownership of your intellectual property, and either party may request deletion of the materials. The NDA survives for 5 years. If the NDA and these Terms conflict on confidentiality of your materials, the NDA applies.

5. Enterprise & studio terms

This Section applies to studios, networks, agencies, brands and other organizations using the Services under a commercial license or Master Services Agreement ("Enterprise Customers"). Where an executed MSA, order form, license schedule or DPA exists, it prevails over these Terms to the extent of any conflict.

5.1 Chain of title

For each commissioned project, the present-tense assignment in Section 4.2, the work-for-hire treatment, the no-ownership-claim in Section 4.3 and the provenance records in Section 4.8 are together designed to support a clean, documented chain of title in the Outputs and Creative Property to the Enterprise Customer, for use in financing, errors-and-omissions (E&O) insurance, distribution and acquisition.

Where the Enterprise Customer's offer or MSA includes it (and for every film project that includes an IP transfer), on request Neyra will: (a) deliver a signed certificate of authorship and assignment for the commissioned Outputs; (b) provide an export of the creation log and provenance metadata for the title; and (c) execute reasonable further documents to confirm and perfect the chain of title, at the Customer's cost of reasonable processing.

Because copyright in AI-assisted material depends on human authorship and is assessed case by case (Section 4.4), Neyra does not warrant that any particular Output is registrable for copyright. What Neyra warrants is that it assigns to the Customer whatever rights it holds, asserts no competing claim, and provides the documentation and provenance needed to evidence the Customer's authorship and ownership position.

5.2 Neyra representations on the platform

Neyra represents that it has the rights to provide the Services and the base models it operates, and that it does not assert ownership over the Customer's Creative Property. Neyra does not represent that any third-party model provider's training data is free of all third-party rights; the Customer acknowledges that underlying foundation models are operated by third parties (Section 6) and that risk allocation for model-training claims is governed by the MSA and applicable law.

5.3 Customer representations & warranties

The Enterprise Customer represents and warrants that:

• it owns or has licensed all Inputs and underlying material it submits (scripts, talent, NIL, music, footage, brands, locations);
• it will obtain all releases, clearances and consents required for its intended distribution; and
• its use of the Outputs will comply with applicable law, guild/union rules and platform AI-disclosure requirements.

5.4 Enterprise data commitments

Pre-release scripts, characters, footage and slates are stored in logically isolated, access-controlled environments and are never used to train or benefit any other customer. Additional enterprise commitments (SSO, regional data residency, retention windows, sub-processor lists) are set out in the Customer's order form and DPA. Confidentiality obligations are in Section 5.5; security and breach notification are in Section 5.6.

5.5 Confidentiality

Each party may receive the other's Confidential Information — for the Customer this expressly includes unreleased scripts, treatments, characters, designs, footage, slates, release dates and business terms. The receiving party will: (a) use it only to perform under the engagement; (b) protect it with at least the same care it uses for its own confidential material and no less than a reasonable standard; (c) disclose it only to personnel and sub-processors bound by equivalent confidentiality obligations; and (d) not use it to train, tune or benefit any model or any other customer. These obligations survive termination for so long as the information remains confidential (and indefinitely for unreleased creative IP). Either party may seek immediate injunctive relief for a breach or threatened breach, without needing to post a bond.

5.6 Security & breach notification

Neyra maintains an information-security program with encryption in transit and at rest, role-based access controls, signed URLs for private assets, logical isolation of Customer environments, and audit logging. Where the Enterprise Customer's MSA provides for it, on request Neyra will share its current security documentation, support a reasonable annual security review or questionnaire, and work in good faith toward recognized certifications (e.g. SOC 2). Neyra will notify an affected Enterprise Customer without undue delay and within 72 hours of confirming a personal-data or Confidential-Information breach affecting that Customer, and will reasonably cooperate with investigation and remediation. Where a written MSA/DPA specifies different security or notification commitments, those prevail.

5.7 Indemnities

Subject to the executed MSA (which prevails where it exists) and to Section 12:

• Neyra → Customer. Neyra will defend and indemnify the Enterprise Customer against third-party claims that the Services themselves (the software, agents and orchestration pipeline, excluding the Customer's Inputs and instructed uses) infringe that third party's intellectual-property rights. This indemnity does not cover claims arising from the Customer's Inputs, an instruction to recreate a specific person, brand or protected work, modifications made by the Customer, use against documented guidance, or the inherent fact that AI Outputs may not be copyrightable (Section 4.4). An enhanced output / training-data indemnity is available only as a negotiated term in an MSA.
• Customer → Neyra. The Customer will defend and indemnify Neyra against claims arising from its Inputs, Creative Property, clearances, releases and its use or distribution of the Outputs, as set out in Section 13.

Absent an MSA, the indemnity in Section 13 and the limitations in Section 12 apply.

5.8 Order of precedence

For Enterprise Customers the documents control in this order: (1) the signed order form / license schedule; (2) the MSA and DPA; (3) these Terms; (4) the Privacy Policy. Nothing in these Terms reduces statutory consumer rights where they apply.

6. Acceptable use

You agree not to use the Services to:

• Violate any law, regulation or third-party right.
• Generate or distribute CSAM, sexual content involving minors, or non-consensual sexual imagery.
• Create deceptive media of real people (deepfakes) for fraud, harassment, election interference, defamation or impersonation.
• Generate content that promotes terrorism, mass violence, self-harm or illegal weapons.
• Infringe copyright, trademark, publicity or privacy rights, including by deliberately mimicking a specific living artist's voice, likeness or signature style to deceive.
• Reverse-engineer, scrape, clone or resell the Services, copy our pipeline, workflows, prompts, UX or UI, or use them to develop, train, benchmark or market a competing AI, agent or production service (see Sections 4.10–4.13).
• Impersonate Neyra, imply an affiliation, partnership or endorsement that does not exist, or misuse our name, marks, sigil or visual identity.
• Upload or generate content you have no right to use, or content that is otherwise illegal in your jurisdiction or the jurisdiction of distribution.
• Bypass safety filters, rate limits, watermarks or other protective measures.
• Use the Services on behalf of sanctioned parties or in embargoed jurisdictions.

We may suspend or terminate accounts that violate this Section. Serious violations are reported to authorities where required.

7. Third-party models and integrations

The Services orchestrate third-party AI models and tools. Your use of those models through Neyra is also subject to their respective usage policies (for example Google, OpenAI, Anthropic, BytePlus, ElevenLabs, Suno, Kling and Topaz), and payments are processed by Stripe. We are not responsible for the policies or output of third parties beyond our control.

The current list of sub-processors and the model providers we route work to is published in our Privacy Policy. Enterprise Customers may, under their MSA/DPA, request that their Confidential Information be routed only through an approved set of providers and may object to a new sub-processor on reasonable data-protection or security grounds.

8. Claims, takedown & enforcement

8.1 How to file a claim

We respect intellectual-property and personality rights and expect users to do the same. If you believe content generated, hosted, shared or made available through the Services (a) infringes your copyright, trademark, design or other IP, (b) uses a person's name, image, voice or likeness without consent, (c) violates privacy, (d) is illegal or prohibited under Section 6, or (e) misuses Neyra Technology in breach of Sections 4.10–4.13, file a notice through our claim form or by email to hello@neyra.ai. A complete notice includes: (a) identification of the protected work, mark, person or technology; (b) the material you claim is infringing or unlawful and where it appears; (c) your contact details and the capacity in which you act; (d) a statement that you have a good-faith belief the use is unauthorized; (e) a statement, under penalty of perjury, that the information is accurate and you are authorized to act; and (f) your physical or electronic signature (typing your full name in the claim form counts).

8.2 What we do

• We aim to acknowledge claims within 2 business days and to respond substantively within 5 business days.
• Content that is manifestly unlawful (CSAM, non-consensual sexual imagery, terrorist content) is removed immediately and reported to the authorities where required.
• For valid claims we remove or disable access to the material, and notify the affected user, who may submit a counter-notice with their basis for use or clearance.
• A counter-notice must identify the material, explain why it was removed by mistake or is authorized, give the user's contact details, consent to the jurisdiction the applicable law requires, and be signed. We send it to the claimant and restore the material between 10 and 14 business days after we receive it, unless the claimant tells us within that time that they have started court action.
• Where two people claim to own the same character or work, we may suspend the material and hold any related proceeds while the dispute is open. Neyra does not decide ownership: the parties resolve it, or a court or tribunal decides.
• We may suspend an account during investigation, and restrict specific features, models or exports.
• We may preserve relevant logs, prompts and provenance records as evidence, and disclose them where legally required or necessary to resolve a claim.

8.3 Account suspension & repeat infringers

We operate a strike policy: a first substantiated violation results in removal and a formal warning; a second in suspension; a third — or any single serious violation — in permanent termination of the account without refund of fees or credits, and forfeiture of access to the Services and to any hosted assets after a reasonable export window (except where the material itself is unlawful). We may also block related accounts, payment instruments and organizations used to evade termination.

8.4 Abusive or false claims

Submitting a knowingly false, misleading or bad-faith claim — including to harass a competitor or to suppress lawful content — is itself a breach of these Terms. We may reject such claims, reinstate affected content, terminate the claimant's account, and recover costs and losses caused by the false notice. Claimants may be liable to the affected user and to us under applicable law.

8.5 Non-exclusive remedies

This process is offered as a matter of policy and operates alongside, and not in place of, any rights and remedies available to you, to us or to affected users under applicable law, including statutory notice-and-takedown regimes and the right to seek injunctive relief.

9. Feedback

If you send us feedback or suggestions, you grant us an irrevocable, royalty-free license to use it without restriction to improve the Services.

10. Termination

You may stop using the Services and close your account at any time. We may suspend or terminate access if you breach these Terms, fail to pay, or if required by law. We will give reasonable notice unless doing so would harm the Services, our users or third parties. On termination, your license to the Services ends; provisions that by their nature should survive (e.g. IP, confidentiality, disclaimers, limitations, governing law) will survive.

If we terminate your account for a reason other than unlawful content or a serious breach, you will have at least 30 days to export your projects and Outputs. After that we delete them as described in our Privacy Policy. Fees for milestones already delivered, and credits already used, are not refunded except where the law requires.

11. Disclaimers

The Services and all Outputs are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted operation. AI Outputs may be inaccurate or unsuitable — review before professional or public use.

In particular, and without limiting the above:

• Outputs are generated by probabilistic models and may contain errors, may resemble existing works, people or brands, and may not be unique to you. You are responsible for reviewing and clearing Outputs before you rely on or publish them (Section 4.9).
• Script scores, coverage, audience and market reads, budgets, schedules, casting and location suggestions are opinions to support your own judgment. They are not legal, financial, investment, tax or distribution advice, and we do not promise financing, festival selection, distribution, sales or any revenue.
• Provenance records, Neyra IDs and IP records are evidence of how and when something was made. They are not a copyright registration and do not guarantee that any work is protected (Section 4.4 and our IP Policy).
• Features marked beta, preview or experimental may change, fail or be withdrawn at any time.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits, revenue, data or goodwill. For consumers and non-enterprise users, Neyra's aggregate liability for any claim arising out of or relating to the Services will not exceed the greater of (a) the amount you paid us in the 12 months preceding the event giving rise to the claim, or (b) USD 100.

For Enterprise Customers, the general aggregate cap is the fees paid under the applicable license in the 12 months before the claim, except that liability for (a) Neyra's IP-infringement indemnity under Section 5.7, (b) breach of confidentiality under Section 5.5, and (c) a data-security breach attributable to Neyra, is subject to a higher super-cap agreed in the MSA (and, absent an agreed figure, equal to the fees paid under that license). The exact caps, super-caps and any uncapped categories are defined in the executed MSA, which prevails over this Section. These limitations do not exclude liability that cannot be excluded under applicable law (including death or personal injury caused by negligence, fraud, or willful misconduct).

13. Indemnity

To the extent permitted by law, you agree to indemnify and hold Neyra, its affiliates and personnel harmless from any third-party claim or demand, including reasonable legal fees, arising out of your Inputs, your Outputs, your use of the Services or your breach of these Terms.

14. Governing law & disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the Republic of Singapore, without regard to its conflict-of-laws rules.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time. The seat of arbitration is Singapore, the tribunal consists of one arbitrator, and the language of the arbitration is English. The proceedings and award are confidential.

Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction. Where you are a consumer, this Section does not deprive you of any non-waivable right under the mandatory law of your country of residence to bring proceedings in your local courts.

15. Changes to the Terms

We may update these Terms. Material changes will be announced at least 7 days in advance via email or in-product banner. Continued use after the effective date constitutes acceptance.

16. General

• Entire agreement. These Terms, together with the Privacy Policy, the IP Policy, any offer you accept, the NDA and any signed MSA, order form or DPA, are the whole agreement between you and Neyra about the Services.
• Severability and waiver. If a provision is found unenforceable, the rest stays in effect and the provision is applied to the extent it can be. Not enforcing a provision is not a waiver of it.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or to a successor in a merger, acquisition or sale of assets, on notice to you, provided your rights are not reduced.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party model or hosting providers, except for payment obligations.
• Sanctions and export. You confirm you are not a sanctioned person and will not use the Services from, or for anyone in, an embargoed jurisdiction.
• Notices and language. We send notices to the email on your account; you send them to hello@neyra.ai. These Terms are written in English, and the English version prevails over any translation.
• Third parties. No one other than you and Neyra has a right to enforce these Terms, including under Singapore's Contracts (Rights of Third Parties) Act 2001.

17. Contact

Neyra Labs Pte. Ltd. (UEN 202317585C), Singapore, with teams in Los Angeles and Jakarta · General, legal and IP: hello@neyra.ai · Claims: File a claim.