These GTC form part of each Order Form that incorporates them.

These GTC apply between NeuralShift, Deep Learning Services, Lda., a company incorporated in Portugal with registered office at Rua João Saraiva 38, 1700-051 Lisbon, Portugal, and Portuguese company registration and tax number 516 427 528 (“NeuralShift”), and the entity identified as the client in that Order Form (the “Client”).

NeuralShift and the Client are each a “Party” and together the “Parties”.

§ 1Definitions

1.1. In these GTC, defined terms used in the singular may be read in the plural and vice versa, and the following terms shall have the meanings set out below:

Affected Party

The Party that is prevented from performing its obligations by reason of a Force Majeure event.

Agreement

The Order Form, the General Terms and Conditions, the Data Processing Addendum, and the Acceptable Use Policy, which together govern the Client's Subscription Plan.

Applicable Law

Any law, regulation, or binding decision or order of a competent authority that applies to the relevant Party, the Software, or the performance of the Agreement, in each case as amended from time to time.

Authorized User

A natural person authorized to access or use the Software under the Client's Subscription Plan, whether through a User Account or an Integration.

Business Day

Any day other than a Saturday, Sunday, or public holiday in Portugal.

Calendar Day

Any calendar day, including a Saturday, Sunday, or public holiday. A reference to a number of days without further qualification means Calendar Days.

Confidential Information

Information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), before or after the Effective Date and in any form, that is identified as confidential or that, by its nature or the circumstances of disclosure, a reasonable person would understand to be confidential. It includes trade secrets, information subject to professional secrecy, User Content, and non-public commercial, financial, legal, security, and technical information.

Effective Date

For an Agreement, the date on which the relevant Order Form is signed by both Parties.

Fees

The amounts payable by the Client for the Subscription Plan, as set out in the Order Form.

Force Majeure

An event beyond the reasonable control of a Party that could not reasonably have been foreseen on the Effective Date and that prevents or materially delays that Party's performance. It includes natural disasters, war, terrorism, pandemics, action or restriction by a governmental authority, and failures of public telecommunications, energy, or internet infrastructure not attributable to that Party's systems.

Generative AI

The generative artificial intelligence models or systems used by the Software.

Integration

Any feature, connection, interface, protocol, connector, extension, add-in, or other technical mechanism that enables the Software to be accessed or used from, connected to, or exchange information with a Third-Party Service.

Integration Request

Any request transmitted from a Third-Party Service to the Software through an Integration, together with any User Content, context, attachments, parameters, metadata, or other information transmitted as part of that request.

Integration Response

Any output generated or returned by the Software in response to an Integration Request and transmitted through the Integration to the relevant Third-Party Service.

Misuse

Use of the Software by an Authorized User, in breach of the AUP or for a purpose materially outside the Client's Subscription Plan.

Order Form

An ordering document signed by both Parties that specifies the applicable Subscription Plan, Fees, Subscription Term, number of Authorized Users, and other agreed commercial terms.

Output

Any result, analysis, suggestion, summary, or other material generated by the Software in response to User Content or another authorized use of the Software, whether initiated directly by an Authorized User or through an Integration on the Client's behalf.

Platform

The Software together with the technological infrastructure on which it operates.

Software

Affine, a web-based application developed by NeuralShift and made available on a Software-as-a-Service basis under a valid Subscription Plan, including the components of any Integration provided by NeuralShift.

Subscription Plan

The Software access and service package specified in the Order Form.

Subscription Term

The subscription period specified in the Order Form, during which the Subscription Plan is in force, including any renewal period agreed by the Parties.

Third-Party Service

Any third-party software, application, platform, marketplace, interface, service, or other environment with which the Software interoperates through an Integration.

Updates

Modifications, patches, improvements, or bug fixes to the Software made by NeuralShift, whether on its own initiative or at the Client's request.

User Account

An account created for an Authorized User to access the Software under the Client's Subscription Plan.

User Content

Any data, information, document, text, image, prompt, request, or other material uploaded, entered, submitted, transmitted through an Integration, or otherwise made available to the Software by or on behalf of the Client or an Authorized User, and processed or stored on the Platform in connection with use of the Software.

1.2. Any terms not defined in this clause but defined in Applicable Law shall have the meaning given to them by that law.

§ 2Contract Documents

2.1. The following documents form an integral part of the Agreement:

1. The Order Form;
2. These GTC;
3. The DPA; and
4. The AUP.

2.2. This Agreement governs the provision of the Software by NeuralShift under each Subscription Plan and, in particular, the use of the Software by the Authorized Users designated thereunder.

2.3. This Agreement takes effect on the Effective Date and shall remain in force throughout the Subscription Term.

§ 3License and Access

3.1. NeuralShift shall make the Software available to the Client on a SaaS basis, through a web interface hosted on the Platform, in accordance with this Agreement.

3.2. Subject to the Client's compliance with this Agreement and to payment of the Fees, NeuralShift grants to the Client a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license to use the Software, solely for the Client's commercial or professional activity.

3.3. In addition to the license in Clause 3.2, the Subscription Plan may include additional services, as described in the relevant Order Form.

3.4. Whenever the Client requests additional services or an increase in the limits of the Subscription Plan, a new Order Form shall be issued, setting out the applicable Fees.

3.5. The Software is accessed online through the Platform using User Account credentials or another authentication method supported by NeuralShift, and the Client is responsible for the equipment, connectivity, and systems required to access and use the Software.

3.6. By subscribing to a Subscription Plan, the Client acknowledges and agrees that the limitations and prohibited uses set out in the AUP shall apply.

3.7. The Software is intended exclusively for commercial or professional use and is not offered to consumers.

§ 4Pilot License

4.1. Where the Client's Subscription Plan includes a pilot license, as expressly indicated in the relevant Order Form, the Client may, upon expiry of the Subscription Term, subscribe only to a Subscription Plan that includes an annual license, on terms and conditions to be agreed between the Parties.

§ 5User Accounts

5.1. A User Account shall be created for each Authorized User included in the Subscription Plan, and the Client shall ensure that the information provided to NeuralShift is true, accurate, and complete, and shall keep it up to date.

5.2. An Authorized User may instead be authenticated through a Third-Party Service where NeuralShift supports that method.

5.3. The email address associated with each User Account must be in the name of, and correspond to, a natural person; the use of generic, functional, or group email addresses that prevent the unambiguous identification of the Authorized User is not allowed.

5.4. The Client acknowledges that the sharing, transfer, or disclosure of any Authorized User's access credentials to unauthorized third parties constitutes a material breach of this Agreement that is incapable of remedy. Accordingly, such conduct shall:

1. Entitle NeuralShift to terminate this Agreement with immediate effect pursuant to Clause 13.1;
2. Entitle NeuralShift to claim damages for all losses resulting from the breach; and
3. Not entitle the Client to any refund of Fees already paid,

in each case without prejudice to Clause 5.5 in respect of security breaches not attributable to the Authorized User.

5.5. Each Authorized User is solely responsible for the confidentiality of their access credentials, except where a security breach is not attributable to that Authorized User; in any event, the Authorized User must immediately notify the Client or NeuralShift of any unauthorized use or suspected unauthorized use.

5.6. NeuralShift may immediately close User Accounts associated with Authorized Users who breach this Agreement, upon written notice to the Client in accordance with the notice provisions set out in the Order Form.

5.7. The closure of User Accounts for any reason, including upon expiry of the Subscription Term, immediately terminates the Authorized User's right to access and use the Software, without prejudice to the right to data portability as described in Clause 13.6.

§ 6Obligations of the Parties

6.1. NeuralShift undertakes, throughout the Subscription Term, to:

1. Make the Software available in accordance with this Agreement;
2. Provide technical support as necessary under this Agreement or upon the Client's request;
3. Maintain the Software in good working order, except where any circumstance described in this Agreement prevents it from doing so;
4. Comply with the DPA, ensuring the protection of personal data that it processes on behalf of the Client;
5. Cooperate with competent supervisory authorities whenever so requested.

6.2. The Client undertakes, throughout the Subscription Term, to:

1. Use the Software exclusively for professional purposes, in compliance with this Agreement and Applicable Law;
2. Pay the Fees set out in the Order Form when due;
3. Ensure the accuracy, quality, and lawfulness of User Content and of any data made available to NeuralShift, as applicable;
4. Ensure that Authorized Users are made aware of and comply with this Agreement;
5. Notify NeuralShift of any security breach, Misuse, or unauthorized access to the Software through the User Account credentials associated with the Subscription Plan, as soon as it becomes aware of the breach, Misuse, or access concerned;
6. Cooperate with NeuralShift in the investigation of breaches of this Agreement or security incidents;
7. Validate Outputs prior to any professional use;
8. Obtain all rights, authorizations, and lawful bases required to process User Content through the Software.

6.3. NeuralShift may suspend the Client's access to the Software, in whole or in part, where:

1. The Client has failed to pay any Fee when due;
2. The Client or an Authorized User breaches material obligations arising from this Agreement;
3. Suspension is necessary to prevent risks to the security or integrity of the Platform;
4. An Authorized User engages in Misuse of the Software.

6.4. Where the suspension results from a failure to pay Fees when due, NeuralShift shall give the Client at least 48 (forty-eight) hours' prior written notice of the suspension, unless otherwise provided in this Agreement.

6.5. Where the suspension is based on a breach of material obligations or on the need to prevent imminent risks to the security or integrity of the Platform, it may take effect immediately, it being understood that NeuralShift shall notify the Client in writing as soon as reasonably possible after the suspension takes effect.

6.6. In any event, the suspension of access shall be limited to the period strictly necessary to remedy the cause of the suspension, and NeuralShift shall restore access to the Software and notify the Client in writing as soon as that cause has been resolved.

6.7. Suspension does not prevent the Client from retrieving or exporting User Content through a secure administrative channel, except to the extent that access must be restricted for security reasons or under Applicable Law.

§ 7Third-Party Integrations

7.1. This Clause 7 applies to every Integration, which may connect to a Third-Party Service supplied under the Client's own arrangements with its provider, use a provider engaged by NeuralShift, or combine both elements. Except for the Integration components that NeuralShift provides, a Third-Party Service supplied under the Client's arrangements does not form part of the Software.

7.2. A provider supplying a Third-Party Service under the Client's arrangements is neither a Party nor a third-party beneficiary, and accordingly has no rights or obligations under the Agreement.

7.3. The Client's arrangements with that provider, including its terms and policies, do not form part of, amend, or prevail over the Agreement. Nor does any change to a Third-Party Service, to its interface, or to its provider's terms amend the Agreement or expand any agreed license.

7.4. Subject to Clause 12, NeuralShift gives no support, warranty, or remedy for a Third-Party Service supplied under the Client's arrangements, including as to its availability, security, operation, or continuity.

7.5. NeuralShift may restrict, suspend, or modify an Integration immediately where reasonably necessary to address a security risk, comply with Applicable Law, or respond to a provider's restriction, suspension, withdrawal, or material technical change. NeuralShift shall notify the Client as soon as reasonably practicable.

7.6. NeuralShift may otherwise discontinue an Integration on at least 30 (thirty) Calendar Days' prior written notice, and where the Client can still access the Software through another available interface, restricting, suspending, modifying, or discontinuing an Integration does not change the Subscription Plan.

7.7. If an Integration that is the Client's only available interface is discontinued or continuously unavailable for more than 30 (thirty) Calendar Days, and this materially prevents use of the Software, the Client may terminate the affected Order Form and receive a pro rata refund of prepaid Fees for the unused Subscription Term. That remedy does not apply where the event was caused by the Client's breach or by the suspension or termination of its separate account with the provider.

§ 8Intellectual Property

8.1. NeuralShift retains exclusive ownership of all intellectual and industrial property rights in the Software, including, without limitation, any Updates or derivative works that may be developed, even where developed in collaboration with the Client.

8.2. The Client shall not remove, alter, or conceal any notices or references relating to confidentiality, intellectual property, trademarks, logos, or other distinctive elements of NeuralShift contained in the Software, and shall preserve all such notices and elements intact.

8.3. All intellectual and industrial property rights in third-party models, software, infrastructure, or other materials used in the provision of the Software remain vested in their respective holders, and nothing in this Agreement shall be construed as transferring any such rights to the Client.

8.4. Intellectual property rights in Outputs shall vest in the Client or in the relevant Authorized User where, and only to the extent that, Applicable Law so provides. NeuralShift claims no ownership of Outputs and, to the extent that any intellectual property right in an Output vests in NeuralShift and is capable of assignment under Applicable Law, NeuralShift hereby assigns that right to the Client.

8.5. The Software relies on Generative AI models developed and trained by third parties, whose training data NeuralShift neither supplies nor controls. Accordingly, NeuralShift does not warrant that intellectual property rights subsist in an Output, that an Output is original or unique, or that an Output does not infringe third-party rights.

8.6. Where an Output reproduces protected third-party content contained in User Content for which the Client or the Authorized User had not obtained the required authorizations, the Client is solely responsible for any resulting infringement and shall hold NeuralShift harmless.

8.7. The Client grants to NeuralShift a royalty-free, non-exclusive, worldwide license to host, reproduce, transmit, and otherwise process User Content and, to the extent that the Client owns or controls the relevant rights, Outputs, for the duration of the Subscription Term and exclusively for the purposes of providing, securing, maintaining, and supporting the Software, and continuing after termination or expiry only for as long as NeuralShift lawfully retains the relevant User Content or Output in accordance with Clauses 13.6 and 13.7 and the DPA.

8.8. Subject to Clause 9, any comments, suggestions, or feedback provided to NeuralShift regarding the Software may be freely used for the purposes of Software development, without conferring any right on the Client or the Authorized Users or entitling them to any compensation.

§ 9Confidentiality

9.1. The Parties acknowledge that, in the course of performing this Agreement, they may access or receive Confidential Information and undertake to keep it strictly confidential and to use it exclusively for the purposes expressly provided for in this Agreement.

9.2. The Disclosing Party shall, wherever reasonably practicable, expressly identify Confidential Information as such.

9.3. Where it is not possible or reasonable to expressly identify Confidential Information, all information that, by its nature or the circumstances of its disclosure, would reasonably be understood to be confidential shall be treated as Confidential Information. Where the Receiving Party is in doubt as to the classification, allowed use, or scope of that information, it shall consult the Disclosing Party in advance and follow the guidance provided.

9.4. Each Party shall implement appropriate technical and organizational measures to prevent the disclosure, dissemination, or unauthorized use of Confidential Information, including by restricting access to Confidential Information to those employees or service providers who need it to perform their duties or to fulfill obligations arising from this Agreement, provided that they are bound by equivalent confidentiality obligations.

9.5. The foregoing shall not apply to the disclosure of Confidential Information where such disclosure is required by Applicable Law, or by a judicial or administrative decision, issued by a competent body, that is not subject to appeal, or in respect of which no stay pending appeal has been granted (that is, no appeal with efeito suspensivo within the meaning of Article 647 of the Portuguese Code of Civil Procedure), in which case the disclosure shall be limited to what is strictly necessary to comply with that obligation. Where Applicable Law allows, the Receiving Party shall:

1. Notify the Disclosing Party as soon as it becomes aware of the requirement to disclose;
2. Limit such disclosure to what is strictly necessary and, wherever possible, indicate the confidential nature of the information and any applicable professional secrecy or other legal obligation;
3. Consult the Disclosing Party in advance and follow the guidance provided by the Disclosing Party as to the form and extent of the disclosure, including any qualification of the information as a trade or industrial secret or as protected intellectual property, provided that doing so is compatible with the requirement giving rise to the disclosure.

9.6. The following information shall not be considered Confidential Information:

1. Information that is or becomes publicly available without breach of this Agreement;
2. Information lawfully received from a third party without the Receiving Party being subject to any express or implied confidentiality obligation in respect of that information, without prejudice to Clause 9.3;
3. Information independently developed by the Receiving Party without recourse to the Disclosing Party's Confidential Information, provided that the Receiving Party can demonstrate such independent development.

9.7. A transmission through an Integration to a Third-Party Service supplied under the Client's arrangements, within the access rights selected by the Client, constitutes a disclosure made on the Client's instruction to a recipient selected by the Client and does not breach this Clause 9, except to the extent caused by NeuralShift's breach of the Agreement; the Client shall ensure that any such transmission complies with its duties of confidentiality, professional secrecy, and legal privilege and that its arrangements with the provider include the protections it requires for the relevant User Content.

§ 10Data Ownership and Security

10.1. Subject to Clause 9, the Client or the Authorized User, as applicable, retains ownership of all rights that may subsist in User Content.

10.2. NeuralShift shall treat User Content as the Client's Confidential Information in accordance with Clause 9, it being acknowledged that User Content may include information protected by legal professional privilege, professional secrecy, or equivalent obligations under Applicable Law.

10.3. NeuralShift shall apply the same treatment to any non-public Output that reproduces, derives from, or otherwise contains User Content or Client-specific information, subject to third-party rights and to Clause 8.

10.4. The processing of personal data carried out by NeuralShift on the Client's behalf is governed by the DPA, which applies to User Content only to the extent that it contains personal data, and the processing of personal data for which NeuralShift acts as controller is described in the Privacy Notice.

§ 11Limitation of Liability

11.1. Each Party shall be liable to the other for loss or damage caused by its willful misconduct or gross negligence.

11.2. Without prejudice to Clause 11.1 and except as otherwise mandatorily provided by Applicable Law, NeuralShift's aggregate liability for events occurring during the term of this Agreement is limited to the Fees paid by the Client in the 12 (twelve) months immediately preceding the event giving rise to the liability.

11.3. Except where resulting from willful misconduct or gross negligence directly attributable to NeuralShift, NeuralShift shall not in any event be liable for any loss or damage, whether pecuniary or non-pecuniary, arising from the Client's use of the Software, where such loss or damage results from:

1. Unauthorized modifications to the Software made by the Client, Authorized Users, or third parties engaged or authorized by them;
2. Breach of this Agreement by the Client or by the Authorized Users;
3. Unauthorized access, data loss, or operational interruptions caused by Force Majeure events, external causes, or acts of third parties beyond NeuralShift's reasonable control;
4. The use of the Software in combination with software, hardware, or services not provided by NeuralShift, except for an Integration component provided by NeuralShift and used in accordance with Clause 7, and without prejudice to Clause 7.4;
5. The operation or failure of a Third-Party Service supplied under the Client's arrangements, an act or omission of its provider, or processing carried out within that service, except to the extent caused by NeuralShift's breach of the Agreement.

11.4. NeuralShift does not warrant that:

1. The Software will meet the Client's specific expectations, objectives, or requirements;
2. The operation of the Software will be uninterrupted, free from errors, failures, or performance limitations;
3. The Outputs generated on the basis of information processed or extracted by the Software will at all times be accurate, current, complete, or suitable for all of the Client's or Authorized User's specific legal purposes;
4. All identified defects will be corrected immediately, without prejudice to any express provision of this Agreement to the contrary.

11.5. The Client acknowledges and agrees that:

1. Before subscribing to a Subscription Plan, the Client must verify that the Software meets its needs;
2. It is responsible for all actions of its Authorized Users;
3. Subject to the security commitments given by NeuralShift, and without prejudice to Clause 6.2, Authorized Users are exclusively responsible for anonymizing or pseudonymizing in advance any User Content subject to disclosure restrictions, or that they are not legally or professionally authorized to process through a third-party cloud service.

11.6. Except in the case of its own willful misconduct or gross negligence, NeuralShift shall not be liable for any loss or damage arising from the Client's failure to observe the responsibilities set out in Clause 11.5.

§ 12Regulatory Compliance

12.1. NeuralShift shall ensure that the Software, as designed and operated by NeuralShift, complies with Applicable Law throughout the Subscription Term. This Clause 12.1 does not extend to the content of Outputs, which is governed by Clauses 8.5 and 8.6.

12.2. NeuralShift shall implement and maintain an iterative, documented, and proportionate risk-management system appropriate to the purposes of the Software, including:

1. Systematic identification and analysis of any foreseeable risks to fundamental rights, taking into account scenarios of normal use and Misuse of the Software;
2. Continuous review and updating of the system throughout the Subscription Term.

12.3. NeuralShift further warrants that:

1. It does not use User Content or Outputs to train or fine-tune Generative AI models, whether its own or third-party models, and contractually requires the third-party model providers engaged in the operation of the Software not to do so, it being understood that this commitment does not extend to processing independently carried out within a Third-Party Service supplied under the Client's arrangements with its provider;
2. Explainability and traceability mechanisms for Outputs are available, including an indication of the sources used and an explanation of the relevance criteria;
3. Authorized Users are clearly informed that they are interacting with an artificial intelligence system;
4. Outputs are marked in a machine-readable format as artificially generated, where so required by Applicable Law and to the extent technically feasible;
5. The Software architecture supports effective human oversight and, consistent with Article 14 of Regulation (EU) 2024/1689 (the “AI Act”), enables Authorized Users to:
   1. Understand the Software's capabilities and limitations;
   2. Interpret Outputs;
   3. Evaluate and decide on the use of Outputs;
   4. Halt the generation of an Output, or disregard it, whenever it is appropriate to do so.

12.4. Authorized Users have the right, as against NeuralShift, to:

1. Understand the general logic of processing by the Generative AI models underlying the Software's operation, except for elements protected by trade secrets or intellectual property rights;
2. Report inaccurate Outputs using the means provided under this Agreement and immediately cease using them.

§ 13Term and Termination

13.1. Either Party may terminate this Agreement by written notice to the other Party where:

1. The other Party has committed a material breach of its obligations under this Agreement that is incapable of remedy or, if capable of remedy, is not remedied within 10 (ten) Business Days of receipt of a written notice requiring it to remedy the breach, issued by the aggrieved Party in accordance with the notice provisions set out in the Order Form;
2. A Party is prevented by Force Majeure from performing its contractual obligations for a period exceeding 30 (thirty) days.

13.2. Either Party may terminate the Agreement for convenience by giving the other Party at least 15 (fifteen) Business Days' written notice prior to the expiry of the then-current Subscription Term. Such notice shall be given in accordance with the notice provisions set out in the Order Form.

13.3. Where the Client's Subscription Plan includes an annual license, the Agreement shall renew automatically for successive periods equal in duration to the relevant Subscription Term, unless either Party terminates for convenience in accordance with Clause 13.2.

13.4. This Agreement shall end:

1. Upon expiry of the Subscription Term, as defined in the Order Form, unless renewed pursuant to Clause 13.3;
2. Upon termination in accordance with its terms.

13.5. On termination pursuant to Clause 13.1:

1. Where termination is due to NeuralShift's default, NeuralShift shall refund the Client, on a pro rata basis, any prepaid Fees corresponding to the unused portion of the Subscription Term, without prejudice to the Client's right to claim damages;
2. Where termination is due to the Client's default, no refund shall be due;
3. Where termination arises from Force Majeure, NeuralShift shall refund the Client, on a pro rata basis, any prepaid Fees corresponding to the unused portion of the Subscription Term.

13.6. Upon termination of this Agreement for any reason, NeuralShift shall make User Content and stored Outputs available for export, at the Client's request, for 30 (thirty) Calendar Days following the effective date of termination, in a structured, commonly used, and machine-readable format (namely JSON or CSV, at the Client's election).

13.7. Upon expiry of that data portability period, NeuralShift may delete User Content and stored Outputs in accordance with the DPA.

13.8. Termination or expiry of this Agreement does not affect any right, remedy, obligation, or liability that has accrued before its effective date, and any provision that, expressly or by its nature, is intended to survive termination or expiry shall remain in effect, including Clauses 8 (Intellectual Property), 9 (Confidentiality), 11 (Limitation of Liability), 13.6 and 13.7 (return and deletion of data), 16 (Governing Law and Dispute Resolution), and the payment terms set out in the Order Form as to Fees accrued before termination.

§ 14Force Majeure

14.1. The Affected Party shall not be liable for any delayed performance, non-performance, or defective performance of its obligations, where such delay, non-performance, or defective performance is caused by Force Majeure, provided that the situation is not attributable to the Affected Party. Force Majeure does not excuse payment obligations that fell due before the occurrence of the relevant event.

14.2. Where a Force Majeure event prevents the Affected Party from performing its obligations on time, that Party shall be entitled to a temporary suspension of the relevant obligations or to an extension of the time for performance, as applicable, for a period equal to the duration of the impediment, and shall not be in default or subject to penalties during that period.

14.3. The Affected Party shall notify the other Party in writing of the Force Majeure event within 5 (five) Business Days of its occurrence, indicating its nature, foreseeable duration, and effects on the performance of the contractual obligations affected.

14.4. The Affected Party shall likewise notify the other Party of the cessation of the Force Majeure event, in the same manner and within the same period as provided in Clause 14.3, indicating the date on which it ceased and any residual effects that may continue to affect the Affected Party's performance of its contractual obligations.

14.5. The Affected Party shall resume performance of its obligations as soon as reasonably possible after the cessation of the Force Majeure event, taking steps to minimize its effects where reasonably practicable.

§ 15Promotional Use

15.1. Either Party may display the other Party's name and visual identity (trademark or logo, as applicable) on its corporate website and in promotional materials, provided that such use is limited to objective and verifiable information, namely the start date of the Subscription Term and the Client's use of the Software in its professional activity.

15.2. Any use under Clause 15.1 shall comply with the relevant Party's brand guidelines, shall not imply endorsement, and shall cease within a reasonable period after that Party withdraws its consent in writing.

§ 16Governing Law and Dispute Resolution

16.1. Before initiating legal proceedings, the Parties undertake to attempt to resolve any dispute amicably, by good-faith negotiation, in accordance with the following procedure:

1. The Party wishing to initiate the amicable resolution process shall notify the other Party in accordance with the notice provisions set out in the Order Form, describing in detail the nature of the dispute and the outcome sought;
2. The Parties shall have 30 (thirty) Calendar Days from receipt of such notification to attempt to reach a mutually acceptable solution;
3. All communications during this period shall be documented in writing, and in-person or videoconference meetings may be held;
4. The negotiations shall be conducted on a confidential, without-prejudice, and non-binding basis and may not be relied upon in any subsequent legal proceedings.

16.2. This Agreement is governed by and construed in accordance with Portuguese law.

16.3. The Parties submit to the exclusive jurisdiction of the courts of Lisbon, Portugal, to the exclusion of any other court or forum.

16.4. The pre-litigation procedure provided for in Clause 16.1 does not prevent either Party from seeking interim relief or urgent protective measures.

§ 17General Provisions

17.1. This Agreement constitutes the entire agreement and understanding between the Parties in relation to its subject matter, and supersedes all prior negotiations, proposals, representations, or communications, whether written or oral, relating to the same subject matter.

17.2. No amendment to this Agreement is valid unless made in writing and signed by both Parties; any such amendment forms an integral part of this Agreement.

17.3. The Parties are independent contractors, and this Agreement does not create any partnership, joint venture, agency, or employment relationship between the Parties.

17.4. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of the same or of any other right, power, or remedy. A waiver of any breach of this Agreement shall be effective only if given in writing and shall not constitute a waiver of any subsequent breach.

17.5. Nothing in this Agreement shall limit the exercise of rights that, under Applicable Law, cannot be excluded by agreement between the Parties.

17.6. If any provision of this Agreement is invalid, void, or unenforceable under Applicable Law, or is held to be so by a judicial decision of a competent authority, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect, as if the severed provision had never formed part of this Agreement.

17.7. Subject to Clause 17.6, and for the purposes of Article 292 of the Portuguese Civil Code, if the invalidity, voidability, or unenforceability of a provision substantially affects the legal or economic balance of the remainder of the Agreement, the Parties agree to negotiate in good faith its replacement with a valid provision that reflects, as far as possible, the Parties' original intention, in both legal and economic terms.

17.8. Any matter not expressly addressed in this Agreement shall be resolved in accordance with the principles of good faith and Applicable Law, including Article 239 of the Portuguese Civil Code on the gap-filling of contracts (integração do negócio jurídico).

17.9. The Client may not assign this Agreement or any Subscription Plan without NeuralShift's prior written consent.

17.10. NeuralShift may assign its rights and obligations under this Agreement, in whole or in part, to a subsidiary or another member of its corporate group, or in the context of a merger, acquisition, corporate reorganization, or sale of all or a substantial part of its assets, upon prior written notice to the Client in accordance with the notice provisions set out in the Order Form.

17.11. For the purposes of Article 424 of the Portuguese Civil Code, the Client consents in advance to any assignment allowed under Clause 17.10, which shall take effect upon notice to the Client in accordance with the notice provisions set out in the Order Form.

17.12. These GTC are drawn up and published in English, which is the authoritative version. Any translation is provided for convenience only, and the English version prevails in the event of inconsistency, unless the Order Form expressly states that an executed Portuguese version prevails between the Parties.