Terms of Service

Business owner accounts are created by NeoBreed personnel on behalf of client businesses following a sales engagement. Self-service registration is not available. By receiving account credentials, you represent that:

• You are at least 18 years of age and legally authorized to enter into contracts.
• You are a duly authorized representative of the business for which the account is created.
• All information you provide to NeoBreed is accurate, current, and complete.
• You will maintain the confidentiality of your account credentials and promptly notify us of any unauthorized access.
• You accept full responsibility for all activities that occur under your account.

You are responsible for maintaining the security of your login credentials. You agree not to share your account with unauthorized individuals. NeoBreed will not be liable for any loss or damage arising from unauthorized use of your account. You must notify us immediately at shayan.rasouli@neobreed.org if you suspect your credentials have been compromised.

End customers who scan QR codes generated by business owners do not create accounts with NeoBreed and are not parties to these Terms directly. Their anonymous interaction with the AI chatbot and digital menu is governed by the business owner's responsibility under these Terms.

Subject to these Terms and payment of applicable fees, NeoBreed grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business operations in the manner described in these Terms.

You agree not to use the Platform in any way that:

• Violates any applicable federal, state, or local law or regulation.
• Infringes upon the intellectual property rights of NeoBreed or any third party.
• Involves uploading or transmitting unlawful, defamatory, obscene, abusive, fraudulent, or harmful content.
• Involves uploading menu descriptions, images, or AI prompts that are deceptive, illegal, or violate third-party rights.
• Involves using the Platform to collect end customer personal data beyond what is described in our Privacy Policy.
• Involves reverse engineering, decompiling, or attempting to extract the source code of the Platform.
• Involves using automated scripts or bots to access, scrape, or interfere with the Platform.
• Involves reselling, sublicensing, or otherwise making the Platform available to third parties not covered under your account.
• Involves circumventing or disabling any security, authentication, or access control mechanisms.
• Involves transmitting malware, viruses, or any other malicious code.
• Creates an unreasonable load on our infrastructure (e.g., artificial QR scan inflation).
• Misrepresents your identity, your business, or your authority to enter into these Terms.

You are solely responsible for the accuracy, completeness, and legality of all content you upload to the Platform, including menu items, descriptions, prices, images, videos, AI prompts, and recipe data. NeoBreed does not review or validate your content before it is served to end customers.

You are responsible for ensuring that your use of the Platform — and the QR experiences you deploy to customers — complies with all applicable laws in your jurisdiction, including:

• Food labeling, allergen disclosure, and pricing accuracy laws.
• Consumer protection and truth-in-advertising regulations.
• Any local or national data privacy laws applicable to you and your customers.
• Employment and labor laws relevant to staff training content.
• Any applicable liquor, health, or regulatory licensing requirements.

The AI chatbot responds to end customers based on the content and AI configuration you provide. You acknowledge and agree that:

• AI responses are generated automatically and may not always be accurate.
• You are responsible for monitoring the quality of AI responses and updating your inventory data and AI configuration to improve accuracy.
• NeoBreed is not liable for inaccurate, misleading, or inappropriate AI responses arising from incorrect or incomplete content you have provided.
• You will not configure AI prompts to instruct the chatbot to make false, illegal, or deceptive statements to customers.

If you use the Staff Training Mode, you are responsible for ensuring that recipe and preparation information you upload is accurate, safe, and legally compliant. NeoBreed is not liable for outcomes arising from staff relying on AI-generated training responses based on your content.

You are responsible for the management and security of any passcodes you set on QR codes. NeoBreed is not responsible for unauthorized access to passcode-protected content arising from your disclosure or mismanagement of passcodes.

Access to the Platform is subject to payment of fees as agreed between you and NeoBreed. Pricing may include one-time setup fees, monthly subscriptions, or custom enterprise pricing. Details are provided at the time of account setup.

All payments are processed through Stripe, our third-party payment processor. By providing payment information, you authorize NeoBreed and Stripe to charge your designated payment method for applicable fees. NeoBreed does not store your payment card details.

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, withholding, or similar taxes arising from your use of the Platform, unless NeoBreed is required to collect such taxes under applicable law.

If any payment is overdue, NeoBreed reserves the right to suspend or restrict your access to the Platform until the outstanding balance is paid. Continued non-payment may result in account termination.

All fees paid to NeoBreed are generally non-refundable unless otherwise agreed in writing. If you have concerns about a charge, contact us within 30 days of the charge date. We will review disputes in good faith and, where appropriate, issue a credit or refund at our discretion.

NeoBreed and its licensors own all right, title, and interest in and to the Platform, including all software, algorithms, AI models, QR code templates, design assets, dashboard user interface, and associated intellectual property (collectively, "NeoBreed IP"). These Terms do not transfer any ownership rights in NeoBreed IP to you.

You retain ownership of all content you upload to the Platform, including menu items, descriptions, images, videos, logos, AI prompts, and recipe data ("Your Content"). By uploading Your Content, you grant NeoBreed a limited, worldwide, royalty-free license to host, display, process, and transmit Your Content solely to provide the Platform services, including serving your AI chatbot and digital menu to end customers.

You represent and warrant that you have all rights necessary to grant this license and that Your Content does not infringe any third-party intellectual property rights or applicable laws.

If you provide feedback, suggestions, or ideas regarding the Platform, you grant NeoBreed an irrevocable, royalty-free, perpetual license to use such feedback in any manner without obligation to you.

You may not copy, modify, distribute, sell, sublicense, reverse engineer, or create derivative works from any part of NeoBreed IP without our prior written consent.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY. NEOBREED DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT AI RESPONSES WILL BE ACCURATE, COMPLETE, OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEOBREED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS OR REVENUE; LOSS OF CUSTOMERS OR BUSINESS OPPORTUNITIES; LOSS OF DATA; COST OF SUBSTITUTE SERVICES; DAMAGE TO BRAND REPUTATION; OR ANY HARM ARISING FROM AI-GENERATED CHATBOT RESPONSES OR INACCURACIES IN MENU DATA — EVEN IF NEOBREED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEOBREED'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NEOBREED IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED US DOLLARS (USD $100), WHICHEVER IS GREATER.

You acknowledge that the limitations of liability set out in this Section 10 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between NeoBreed and you. NeoBreed would not provide the Platform without these limitations.

The Platform integrates with third-party services including OpenAI, AWS, Stripe, Google, and others. NeoBreed is not responsible for failures, outages, or errors attributable to these third-party services.

These Terms remain in effect for the duration of your use of the Platform and for as long as your account is active.

You may terminate your account at any time by contacting us at shayan.rasouli@neobreed.org. Termination does not entitle you to a refund of any prepaid fees unless otherwise agreed in writing.

NeoBreed may suspend or terminate your account and access to the Platform, with or without prior notice, if:

• You materially breach these Terms and fail to cure such breach within 14 days of written notice.
• You fail to pay applicable fees when due.
• You use the Platform in a manner that poses a security risk or legal liability to NeoBreed or third parties.
• We are required to do so by applicable law or a valid court order.
• We discontinue the Platform (in which case we will provide reasonable advance notice).

Upon termination, your right to access and use the Platform immediately ceases. We may delete your account data in accordance with our Privacy Policy. All provisions of these Terms that by their nature should survive termination — including but not limited to Sections 8 (Intellectual Property), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law) — will survive.

These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Colorado and the federal laws of the United States of America, without regard to conflict of law principles.

You irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the State of Colorado for the resolution of any dispute arising out of or related to these Terms or the Platform.

Before initiating formal legal proceedings, you agree to first contact NeoBreed at shayan.rasouli@neobreed.org and attempt to resolve the dispute informally. We commit to engaging in good-faith efforts to resolve any disputes within 30 days.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE BETWEEN YOU AND NEOBREED SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION OR CLASS-WIDE ARBITRATION.

These Terms, together with the Privacy Policy and any written agreements between you and NeoBreed (such as an order form or service agreement), constitute the entire agreement between the parties with respect to the Platform and supersede all prior and contemporaneous understandings, representations, and agreements.

If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

Failure by NeoBreed to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of NeoBreed.

You may not assign or transfer your rights or obligations under these Terms to any third party without NeoBreed's prior written consent. NeoBreed may assign or transfer its rights and obligations under these Terms without restriction (including in connection with a merger, acquisition, or sale of assets).

NeoBreed shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, war, governmental actions, internet or infrastructure outages, or third-party service failures.

These Terms are written in English. In the event of any conflict between an English version and a translation, the English version shall prevail.

The relationship between you and NeoBreed is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between the parties.