Terms of Service

These Terms of Service ('Terms') form a legally binding agreement between NeuroGen ('we', 'our', 'us') and the organisation or individual ('Customer', 'you') accessing or using the WebTranslate service ('Service').

By accessing the Service, signing an order form, or instructing us to configure the Service for your website, you confirm that you have read, understood, and agreed to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you confirm you have authority to bind that entity.

If you do not agree to these Terms, do not use the Service.

WebTranslate is an AI-powered website translation platform that enables Customers to serve their websites in multiple languages by routing traffic through our Translation Delivery Network (TDN). The Service translates web content in real-time using AI models and delivers translated pages to end users.

The Service is provided on terms agreed in writing between you and NeuroGen (an 'Order'). The specific scope, languages, usage limits, and service levels applicable to your deployment are set out in your Order.

We reserve the right to modify, update, or discontinue features of the Service with reasonable notice. Material changes to functionality will be communicated with at least 30 days' advance notice.

Access to the WebTranslate Service is granted by NeuroGen following execution of an Order. There is no self-service registration. Your access credentials are personal to the users designated in your Order.

• You are responsible for keeping your access credentials confidential and for all activity conducted under your account.
• You must promptly notify us at security@neurogenhq.com if you suspect unauthorised access to your account.
• You may not share credentials with individuals not designated in your Order.
• You are responsible for ensuring your designated users comply with these Terms.

You may use the Service only for lawful purposes and in accordance with these Terms. You must not use the Service to:

• Translate or distribute content that is unlawful, defamatory, fraudulent, obscene, or that infringes any third party's intellectual property rights.
• Transmit malware, spyware, or any malicious code through the translation proxy.
• Probe, scan, or test the vulnerability of our systems or attempt to gain unauthorised access to any part of our infrastructure.
• Engage in any activity that disrupts, damages, or impairs the Service or its use by other customers.
• Reverse-engineer, decompile, or attempt to extract the source code of the Service.
• Resell, sublicense, or make the Service available to third parties except as expressly permitted in your Order.

We reserve the right to suspend access to the Service immediately and without prior notice if we determine that your use violates these requirements.

All intellectual property rights in the WebTranslate platform, including its AI models, software, interfaces, and documentation, remain the exclusive property of NeuroGen. These Terms do not transfer any ownership interest to you.

Your website content — including the source content you provide for translation — remains your intellectual property. You grant NeuroGen a limited, non-exclusive licence to process, translate, and serve your content solely for the purpose of providing the Service.

Translated output generated by the Service using your content is owned by you. NeuroGen retains no rights in the translated output.

We will not use your website content or translated output to train AI models without your express written consent.

Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential ('Confidential Information').

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law.

For Enterprise customers, a mutual Non-Disclosure Agreement (NDA) is available upon request and may supersede this clause.

NeuroGen commits to a 99.9% monthly uptime SLA for the translation delivery network. Uptime is measured as the percentage of minutes in a calendar month during which the Service is available to serve translated pages.

In the event of a Service disruption, the WebTranslate proxy is designed to fall through to your origin website in the default language, ensuring your content remains accessible to visitors at all times.

Scheduled maintenance windows will be communicated at least 48 hours in advance and excluded from uptime calculations. Enterprise customers may negotiate custom maintenance windows.

Service credits for SLA breaches, where applicable, are set out in the relevant Order.

Fees for the Service are set out in your Order. All fees are exclusive of applicable taxes (including GST in India and VAT elsewhere), which will be charged in addition.

Invoices are issued in accordance with your Order (monthly or annually). Payment is due within 30 days of the invoice date unless otherwise specified.

Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend the Service after 15 days' notice of non-payment.

All fees are non-refundable unless otherwise agreed in writing or required by applicable law.

To the maximum extent permitted by applicable law, NeuroGen's aggregate liability to you for any claims arising under or related to these Terms or the Service, whether in contract, tort, or otherwise, will not exceed the fees paid by you in the 3 months preceding the claim.

Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages — including loss of profits, revenue, data, goodwill, or business opportunity — even if advised of the possibility of such damages.

Nothing in these Terms limits either party's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

You agree to defend, indemnify, and hold harmless NeuroGen and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms.
• Your website content (including any claims that it infringes third-party rights).
• Your violation of any applicable law or regulation.
• Your negligence or wilful misconduct.

These Terms remain in effect for the duration of your Order and any renewal periods. Either party may terminate the Service agreement:

• For convenience: with 30 days' written notice (subject to the terms of your Order).
• For material breach: immediately, if the other party materially breaches these Terms and fails to cure the breach within 14 days of written notice.
• Immediately: for violations of the Acceptable Use policy, non-payment, or insolvency.

Upon termination, your access to the Service will be revoked. We will make your account data available for export for 30 days after termination, after which it may be permanently deleted.

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law principles.

Any dispute arising out of or in connection with these Terms that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the courts of [City], India.

Before initiating formal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days.

These Terms, together with your Order and any addenda, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on the same subject.

If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

No waiver of any provision of these Terms will be effective unless in writing. Our failure to enforce any right does not waive that right.

You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights to an affiliate or in connection with a merger or acquisition.

Questions about these Terms should be directed to:

• Email: legal@neurogenhq.com
• Subject line: Terms of Service Enquiry — WebTranslate