NEOera Systems: Terms and Conditions

The IntelAgent is a conversational AI designed to assist with lead capture, administrative scheduling, and general practice FAQs. IntelAgent does not provide medical advice, diagnoses, treatment recommendations, or specific pricing guarantees. This is enforced through hard-coded system prompt guardrails, dynamic content moderation, and programmatic keyword detection.

A visible UI disclaimer banner is present on the widget at all times. Clinic owners are responsible for configuring their allowed topics. By utilizing the IntelAgent widget, clients acknowledge that Neoera Systems holds no liability for medical malpractice, misdiagnosis, or patient care disputes.

To ensure market synchronization and protect proprietary assets, IP ownership is explicitly divided as follows:

• Neoera Systems retains 100% exclusive ownership of the IntelAgent software, underlying code, user interfaces, AI prompt architecture, workflows, and brand assets.
• The Client (Clinic) retains 100% ownership of their specific patient lead data, conversation histories, business logos, and associated trademarks.

Neoera Systems operates on a premium subscription model. Access to IntelAgent requires an active, paid subscription and the completion of the onboarding process.

• Onboarding/Setup Fees: The initial onboarding and setup fee is strictly non-refundable once the integration process begins.
• Cancellations and Refunds: Clients must provide a 30-day written notice prior to their next billing cycle to cancel their subscription. We do not offer pro-rated refunds for partial months of service.
• Payment Failures: If a monthly recurring payment fails, Neoera Systems does not charge a late fee. However, the IntelAgent widget will automatically transition to an "Unavailable" offline state exactly 20 days after the missed payment date.

The client acts as the primary data controller. It is the client's sole responsibility to ensure that their use of IntelAgent complies with local consumer privacy laws and marketing regulations. Access to the IntelAgent backend and embeddable widget is heavily restricted.

Clients are strictly prohibited from reverse-engineering the AI prompts, scraping lead data outside of authorized dashboard export features, or attempting to bypass security protocols.

The client agrees to indemnify, defend, and hold harmless Neoera Systems, its affiliates, officers, and employees from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from the client's misuse of the IntelAgent service, violations of this Agreement, or claims made by end-patients regarding medical advice or data privacy.

To the maximum extent permitted by applicable law, in no event shall Neoera Systems be liable for any indirect, punitive, incidental, special, or consequential damages, including loss of profits, data, or business opportunities.

In any event, Neoera Systems’ total aggregate liability to the client for any claims arising out of or related to this Agreement shall be strictly capped at the total amounts paid by the client to Neoera Systems in the twelve (12) months preceding the event giving rise to the claim.

Neoera Systems shall not be liable for any failure or delay in performance under this Agreement due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, cyber warfare, regional internet or hosting provider outages (e.g., AWS, Vercel), or governmental actions.

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
• Mandatory Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered in Bexar County, Texas.
• Class Action Waiver: Both parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Upon termination of the service, all associated data is immediately and permanently deleted from Neoera Systems' servers. Clients are encouraged to utilize the CSV export function to retrieve their data prior to the finalization of account deletion.

For any questions regarding these Terms and Conditions, billing inquiries, or technical support, please reach out to our team. All official legal notices should be directed to the contact information provided below.

• Website: neoerasystems.com
• Support Email: support@neoerasystems.com
• Corporate Address: 301 Blanco Rd. Suite B, San Antonio, Texas 78212