Terms & Conditions

These Terms and Conditions ("Agreement", "Terms", "T&C") govern your use of the Kairos application and any related services provided by Neuralway Technologies Private Limited ("Neuralway", "Company", "We", "Us", "Our"), and, where applicable, the Company's software development services, custom SaaS platforms, subscription-based services, digital products, and all ancillary services. By downloading, installing, accessing, or using Kairos, by engaging the Company's services, by executing a Statement of Work ("SOW"), or by otherwise accepting these Terms — whether by written acknowledgement, electronic acceptance, payment of any invoice or subscription, or continued use of any deliverable — you irrevocably agree to be bound by the entirety of this Agreement.

This Agreement shall be read in conjunction with any applicable SOW, Service Level Agreement ("SLA"), Non-Disclosure Agreement ("NDA"), the Apple Media Services Terms (for purchases made through the App Store), or other supplementary agreements executed between the parties. In the event of any conflict between this Agreement and any SOW, the terms of this Agreement shall prevail unless expressly stated otherwise in writing.

1. Definitions and Interpretation

For the purposes of this Agreement, the following definitions shall apply:

• "Deliverables" means all software, code, designs, documentation, SaaS platforms, APIs, databases, and any other work product developed by the Company pursuant to a SOW or this Agreement.
• "Project Handover" means the formal delivery of completed Deliverables to the Client, evidenced by written or electronic confirmation, deployment to the Client's designated environment, or provision of access credentials.
• "Bug" means any defect, error, or malfunction in the Deliverables that causes deviation from the agreed-upon specifications as documented in the SOW.
• "Crucial Fix" means any critical defect that renders the Deliverables substantially unusable, causes data loss or corruption, introduces a security vulnerability, or prevents core business operations.
• "Custom SaaS" means any bespoke Software-as-a-Service platform developed by the Company for the Client, hosted on infrastructure managed or designated by the Company or the Client.
• "Server Running Costs" means all costs associated with hosting, cloud infrastructure, domain registration, SSL certificates, content delivery networks, database services, third-party API subscriptions, and any other recurring infrastructure expenses necessary to operate and maintain the Deliverables.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in the State of Karnataka, India.
• "Overdue Amount" means any sum invoiced by the Company that remains unpaid beyond the stipulated payment due date.

2. The Kairos Application

Kairos is a general-wellness application for iPhone and Apple Watch that helps you understand your overnight recovery and train with greater awareness. Kairos is not a medical device and does not diagnose, treat, cure, monitor, or prevent any disease or health condition. The readings, scores, and verdicts provided by Kairos are informational only and must not be relied upon for medical decisions. Always consult a qualified healthcare professional regarding any questions about your health or before making changes to your training, exercise, or recovery routine.

Kairos performs its calculations on-device, using data you authorise it to read through Apple HealthKit. You are responsible for maintaining the security of your device and for the accuracy of the underlying health data captured by your Apple Watch and iPhone.

3. Scope of Services

The Company provides the Kairos application together with software development, design, Custom SaaS development, subscription-based digital services, and related technology consulting services to clients worldwide. The specific scope, milestones, Deliverables, timelines, and pricing for each engagement shall be set forth in a mutually agreed SOW.

Any work requested by the Client that falls outside the scope of the executed SOW shall constitute a change request and shall be subject to additional charges, revised timelines, and a supplementary SOW or written amendment agreed upon by both parties prior to commencement.

4. Project Handover, Warranty & Post-Delivery Support

4.1 Project Handover

Upon completion of the Deliverables in accordance with the SOW, the Company shall formally hand over the project to the Client. The Client shall have a reasonable opportunity to inspect and accept the Deliverables. Acceptance shall be deemed to have occurred upon (a) written confirmation of acceptance by the Client; (b) deployment to the Client's production environment; (c) the Client's use of the Deliverables in a live or production capacity; or (d) the expiry of seven (7) calendar days from delivery without written objection from the Client, whichever occurs first.

4.2 General Bug Fix Period — Seven (7) Calendar Days

Following Project Handover, the Company shall provide a complimentary bug fix period of seven (7) calendar days (the "General Warranty Period"). During this period, the Company shall, at no additional cost to the Client, rectify any Bugs that are directly attributable to the Company's development work, provided that the Bug is reported in writing with sufficient detail to enable reproduction, relates to functionality expressly specified in the SOW, is not the result of unauthorized modifications or misuse, and is not attributable to the Client's failure to provide accurate requirements. Upon expiry of the General Warranty Period, any further bug fixes, enhancements, or modifications shall be billable at the Company's then-prevailing rates.

4.3 Crucial Fix Period — Thirty (30) Calendar Days

Notwithstanding the expiry of the General Warranty Period, the Company shall provide an extended warranty of thirty (30) calendar days from the date of Project Handover exclusively for Crucial Fixes, addressed on a priority basis at no additional cost, provided the issue is reported in writing with comprehensive documentation, constitutes a genuine Crucial Fix, and is not caused by factors outside the Company's control. The Company reserves the sole and absolute right to determine, in good faith, whether a reported issue qualifies as a Crucial Fix.

5. Subscriptions, Payment Terms & Billing

5.1 Kairos Subscriptions

Kairos is offered on a subscription basis (for example, an annual plan with a free trial, or a monthly plan). Subscriptions purchased through the Apple App Store are billed by Apple and are subject to the Apple Media Services Terms. Subscriptions renew automatically at the then-current price unless cancelled at least 24 hours before the end of the current period. You can manage or cancel your subscription at any time in your App Store account settings; any unused portion of a free trial is forfeited when a subscription is purchased.

5.2 Invoicing (Services)

For services engagements, the Company shall issue invoices in accordance with the payment schedule set forth in the applicable SOW or, in the absence of a SOW, upon completion of each milestone or at regular intervals as agreed. Unless otherwise specified, invoices shall be due and payable within fourteen (14) calendar days of the date of invoice ("Due Date").

5.3 Late Payment — Interest and Penalties

In the event that any payment remains outstanding beyond seven (7) calendar days or fourteen (14) calendar days from the Due Date — at the sole and absolute discretion of the Company — the Client shall be liable to pay interest on the Overdue Amount at the rate of one percent (1%) per day ("Default Interest"), compounded daily, calculated from the day immediately following the Due Date until the date of actual receipt of the full outstanding amount. The accrual of Default Interest shall be automatic and shall not require any notice or demand. For the avoidance of doubt, this rate is agreed by the parties as a genuine pre-estimate of the loss the Company would suffer as a result of late payment.

5.4 Consequences of Non-Payment

Without prejudice to any other rights or remedies, the Company reserves the right to suspend, restrict, or limit access to all services, Deliverables, Custom SaaS platforms, hosting environments, APIs, and databases without prior notice until all outstanding amounts (including accrued Default Interest) are paid in full; to disable or render inoperable any Custom SaaS platform; to withhold and exercise a lien over all Deliverables, source code, documentation, and intellectual property; to terminate this Agreement and any related SOW; to report persistent defaults to credit reporting agencies; and to initiate legal proceedings in the courts of competent jurisdiction specified in Section 12.

5.5 No Set-Off

The Client shall not be entitled to withhold, set off, or deduct any amount from payments due to the Company on account of any alleged claim, dispute, or counterclaim. All payments shall be made in full without any deduction or withholding.

6. Server Running Costs and Infrastructure

Where the Company hosts, manages, or administers any infrastructure, servers, cloud services, databases, or third-party services on behalf of the Client, the Client shall be solely responsible for the timely payment of all Server Running Costs, invoiced monthly (or as otherwise agreed) under the payment terms in Section 5. Where the Company procures third-party services (including cloud providers such as AWS, Google Cloud Platform, or Microsoft Azure; domain registrars; SSL providers; email and payment gateway providers) on behalf of the Client, such costs shall be passed through to the Client at cost plus any applicable administrative markup as agreed in the SOW. In the event of non-payment, the Company may suspend, terminate, or downgrade hosting and infrastructure without prior notice and shall bear no liability for any resulting data loss, downtime, or business disruption.

7. Custom SaaS Platform — Specific Terms

The Company shall use commercially reasonable efforts to maintain the availability of any Custom SaaS platform, subject to scheduled maintenance, force majeure, and the Client's compliance with all payment obligations; the Company does not guarantee uninterrupted or error-free operation. The Company retains the right to disable, deactivate, suspend, or restrict access to a Custom SaaS platform upon non-payment, breach of these Terms, unlawful use, conduct that compromises security or performance, or upon termination of this Agreement. Upon termination, the Company shall, upon the Client's written request within thirty (30) calendar days and subject to full payment, provide a copy of the Client's data in a commonly used, machine-readable format, after which the Company may permanently delete such data without further liability.

8. Cancellation and Refund Policy

8.1 Subscription Cancellation

You may cancel a subscription at any time through your App Store account settings or, for direct subscriptions, by written notice or through your account dashboard. Cancellation takes effect at the end of the current billing cycle. No pro-rata refunds are provided for the remainder of a billing period.

8.2 Custom Project Cancellation

If the Client cancels a custom project after commencement, the Client shall be liable for payment of all work completed up to the date of cancellation, including any committed third-party costs. Any advance payment is non-refundable and shall be retained as compensation for scheduling, planning, and resource allocation.

8.3 Refunds

Refunds are generally not provided for subscription fees or completed work. Purchases made through the App Store are subject to Apple's refund policies. Notwithstanding the foregoing, under the Consumer Protection Act, 2019 (India), you may be entitled to a refund where services are materially deficient, not as described, or fail to meet the standards expressly promised in writing. Any refund claim must be made in writing within fifteen (15) calendar days of the relevant transaction with detailed documentation; the Company shall review all claims in good faith and respond within fifteen (15) Business Days.

9. Intellectual Property Rights

The Kairos application, including its software, design, trademarks, and content, is and remains the exclusive property of Neuralway Technologies Private Limited and is protected by applicable intellectual property laws. Your subscription grants you a limited, non-exclusive, non-transferable, revocable licence to use Kairos for personal, non-commercial purposes, subject to these Terms. For bespoke engagements, upon full and final payment of all amounts due, all intellectual property rights in the Deliverables specifically created for the Client shall vest in the Client, save that the Company retains all rights in its pre-existing intellectual property, proprietary tools, frameworks, libraries, methodologies, and know-how ("Company IP"). The Company retains the right to display and reference completed work in its portfolio and marketing materials unless expressly prohibited in writing. Until full payment is received, the Company retains a lien over all Deliverables and intellectual property.

10. Confidentiality

Each party agrees to hold in strict confidence all Confidential Information received from the other party, meaning any non-public information disclosed in any form, including trade secrets, business plans, financial data, technical specifications, source code, algorithms, and proprietary methodologies. The receiving party shall not disclose, reproduce, or distribute Confidential Information without the prior written consent of the disclosing party, except as necessary to perform obligations under this Agreement and only to persons bound by equivalent confidentiality obligations. These obligations shall survive termination of this Agreement for a period of five (5) years.

11. Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or in connection with this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — shall not exceed the total amount actually paid by you to the Company during the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, business opportunities, or goodwill, even if advised of the possibility of such damages. You are solely responsible for your use of the Deliverables and the Kairos application, including ensuring compliance with all applicable laws.

12. Governing Law, Jurisdiction & Dispute Resolution

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, including the Indian Contract Act, 1872; the Information Technology Act, 2000 (as amended); the Consumer Protection Act, 2019; and all other applicable statutes, without regard to conflict of law principles.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts situated in Bengaluru (Bangalore), State of Karnataka, India for the adjudication of any and all disputes arising out of or in connection with this Agreement. Prior to initiating court proceedings, the parties agree to attempt resolution through good-faith negotiation for thirty (30) calendar days, followed, if unresolved, by mediation in Bengaluru, and thereafter binding arbitration under the Arbitration and Conciliation Act, 1996 (India), or proceedings in the courts specified above. In any legal proceeding, the prevailing party shall be entitled to recover all reasonable costs and expenses, including attorney's fees, on a full indemnity basis. Either party may seek immediate injunctive or equitable relief to prevent irreparable harm.

13. Termination

Either party may terminate this Agreement by providing thirty (30) calendar days' prior written notice, in which case the Client shall pay for all services rendered and costs incurred up to the effective date of termination. Either party may terminate immediately upon written notice if the other commits a material breach and fails to cure it within fifteen (15) calendar days, becomes insolvent, or engages in fraudulent or illegal conduct. Upon termination, all outstanding invoices become immediately due and payable, the Company may exercise all rights under Section 5.4, and Sections 5, 6, 9, 10, 11, 12, and 14 shall survive.

14. General Provisions

Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government actions, labour disputes, power failures, internet outages, or cyberattacks. This Agreement, together with any SOW and supplementary agreements, constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings. If any provision is held invalid, the remaining provisions shall continue in full force, and the invalid provision shall be modified to the minimum extent necessary. No failure or delay in exercising any right shall operate as a waiver. The Client shall not assign any rights or obligations without the Company's prior written consent; the Company may assign to any affiliate or successor without consent. Both parties shall comply with all applicable laws, including data protection, anti-corruption, anti-money laundering, and export control laws. The parties are independent contractors, and nothing herein creates a partnership, joint venture, employment, or agency relationship.

15. Amendments and Modifications

The Company reserves the right to amend, modify, or update these Terms at any time. Material changes shall be communicated via email or through notice on the Company's website or within the Kairos application no less than thirty (30) calendar days prior to the effective date. Your continued use of the services or application, payment of invoices or subscription fees, or failure to object in writing within the notice period shall constitute acceptance of the amended Terms.

16. Contact Information

For any inquiries, notices, or concerns regarding these Terms and Conditions, please contact us at zero@neuralway.ai.

By downloading or using Kairos, or by engaging the services of Neuralway Technologies Private Limited, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

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