Terms of Service

1.1 These Terms of Service (the “Terms”) form a legally binding agreement between you and the founders who operate Neurolith (together, “Neurolith”, “we”, “us” or “our”). They govern your access to and use of the website at neurolith.app and its subdomains, the Neurolith Discord application, our emails, documents and downloads, and every related feature or service we provide (together, the “Service”).

1.2 By creating an account, signing in, accessing or using any part of the Service, or by clicking to accept these Terms, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not access or use the Service.

1.3 The following form part of these Terms and are incorporated by reference: the Acceptable Use Policy, the Community Guidelines and the Referral Program Terms, set out below; the Privacy Policy, including its Cookie Policy; the Platform Disclosures, including the Financial Disclaimer, the Risk Disclosure and the Copyright and DMCA Policy; the Refund and Cancellation Policy; and the End User License Agreement (together, the “Policies”). If a Policy conflicts with these Terms, these Terms prevail unless the Policy expressly states otherwise.

1.4 When you first sign in, and again whenever we make a material change to these Terms, we ask you to read and accept the current version before you continue to use the Service.

1.5 PLEASE READ SECTION 18 CAREFULLY. IF YOU LIVE IN THE UNITED STATES, IT REQUIRES YOU TO RESOLVE DISPUTES WITH US THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, AND EXPLAINS HOW YOU CAN OPT OUT.

3.1 The Service is a software tool that produces automated, probabilistic analysis of Crypto-assets. When you submit a contract address, the Service retrieves publicly available market and blockchain data from Third-Party Services, applies statistical models, rules and automated language models, and returns a Call. The Service also lets you track public wallet addresses, view your history and share Calls.

3.2 Calls are generated automatically by the same models and rules for every user. Where you enter an amount or an entry price, the Service uses it only to calculate figures such as profit and loss and the cost of selling; it does not take into account your financial situation, investment objectives, experience, risk tolerance or any other personal circumstance.

3.3 The Service is under active development and parts of it are offered as an early preview. We may add, change, suspend or remove any feature, supported blockchain, data source or model at any time.

4.1 THE SERVICE AND EVERY CALL ARE PROVIDED FOR GENERAL INFORMATION AND EDUCATIONAL PURPOSES ONLY. NOTHING IN THE SERVICE IS FINANCIAL, INVESTMENT, TRADING, LEGAL, TAX OR ACCOUNTING ADVICE, A PERSONAL RECOMMENDATION, OR AN OFFER OR SOLICITATION TO BUY, SELL OR HOLD ANY CRYPTO-ASSET OR OTHER ASSET.

4.2 A label such as “Buy” or “Sell” describes the result of a statistical classification at a moment in time. It is not an instruction, a promise or an opinion that any transaction is suitable or advisable for you.

4.3 Neurolith is not a broker, dealer, exchange, custodian, crypto-asset service provider, investment adviser, portfolio manager, commodity trading adviser or fiduciary, and is not registered or licensed as any of these with any regulator. We do not execute, arrange or receive transactions, we never take custody of your assets, and we never ask for your private keys, seed phrase or access to your wallet. No fiduciary, advisory or other special relationship is created between you and Neurolith by your use of the Service.

4.4 You are solely responsible for deciding whether to enter into any transaction, for your own research and for the consequences of your decisions. You should consult a qualified, independent professional before making any financial decision. The Financial Disclaimer (part of the Platform Disclosures) and the Risk Disclosure (part of the Platform Disclosures) explain this further and form part of these Terms.

5.2 By using the Service you represent and warrant that each of these conditions is met. We may ask for reasonable information to confirm it and may refuse or end access where it is not.

6.1 You sign in with a single-use email link, with Google or with Discord. You must give accurate information and keep it up to date, and you must keep your email inbox and the accounts you sign in with secure. Whoever controls them can control your Account.

6.2 Accounts are personal. Each person may hold only one Account, and you may not share, sell, rent or transfer your Account or let anyone else use it.

6.3 You are responsible for all activity that takes place through your Account. You must tell us immediately at contact@neurolith.app if you believe your Account has been accessed without your permission.

6.4 We may refuse to open an Account, or limit access to the Service, at our discretion, including during a private or limited beta.

7.1 The Service is offered under the Plans described on our Pricing page at the time you choose them. We may offer free Plans, single paid calls and subscriptions, and may change, add or withdraw Plans and their features.

7.2 Paid Plans, when available, are billed in advance through our payment processor. By providing a payment method, you authorise us and our payment processor to charge the applicable fees, together with any taxes, to that payment method. We do not store your full card details.

7.3 Subscriptions renew automatically at the end of each billing period, for the same period and at the then-current price, until you cancel. You can cancel at any time from your dashboard; cancellation takes effect at the end of the current billing period, and you keep access until then. We will tell you the price, the billing period and how to cancel before you subscribe, and we will notify you in advance of any price increase, which will apply only from your next renewal after the notice. If you do not agree with a price change, you can cancel before it takes effect.

7.4 Prices are shown in the currency displayed at checkout and include or exclude taxes as stated there. You are responsible for any taxes, duties or bank charges that apply to your payment, other than taxes on our income.

7.5 Refunds, cancellations and the statutory right of withdrawal that applies to consumers in the European Union, the European Economic Area and the United Kingdom are governed by the Refund and Cancellation Policy.

7.6 If a payment fails, we may retry it, suspend paid features or move your Account to a free Plan. You must not file a chargeback for a charge that was correctly made without first contacting us.

8.1 Free and paid Plans include the limits shown on the Pricing page or in your dashboard, such as a number of Calls per day or per month. Limits reset at midnight Coordinated Universal Time unless stated otherwise and may change from time to time.

8.2 An “unlimited” Plan is intended for one person’s own, ordinary use. Automated, bulk, resold or shared use is not ordinary use, and we may apply reasonable limits, throttle or suspend an Account whose use is excessive or abusive.

9.1 You must use the Service lawfully and in accordance with these Terms and the Acceptable Use Policy. In particular, you must not use the Service to manipulate any market, to promote or coordinate a “pump and dump” or similar scheme, to mislead others about a Crypto-asset or about Neurolith, or to infringe anyone’s rights.

9.2 You may share Calls using the share features we provide. When you do, you must not alter a Call, remove its disclaimer or present it as a personal recommendation, as financial advice or as having been made by a person.

10.1 The Service relies on Third-Party Services and on public blockchain data. We do not control them, and we are not responsible for their availability, accuracy, timeliness, completeness, security or conduct, or for any loss caused by them. Market data may be delayed, incomplete or wrong, and on-chain data can be misleading.

10.2 Links to third-party websites, exchanges or tools are provided for convenience only and are not an endorsement. Your use of any Third-Party Service is governed by its own terms and policies.

11.1 The Service, including its software, models, methods, data compilations, text, graphics, design, the Neurolith name, logo and other marks, and every Call, is owned by or licensed to Neurolith and is protected by intellectual property laws. Except for the limited licence in the End User License Agreement, nothing in these Terms grants you any right, title or interest in the Service.

11.2 If you send us feedback, ideas or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation to you.

11.3 Content you submit to the Service, such as names you give your wallets or messages you send us, remains yours. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce and display it only as needed to operate, secure and improve the Service. You confirm that you have the rights to submit it.

12.1 We aim to keep the Service available and working well, but we do not promise that it will be uninterrupted, timely, secure or error-free. The Service may be unavailable during maintenance, because of problems with Third-Party Services, or for reasons outside our control.

12.2 We may modify, suspend or discontinue the Service or any part of it at any time. If we discontinue a paid Plan, we will give you reasonable notice and refund any prepaid amount for the period after discontinuation.

13.1 You may stop using the Service at any time and delete your Account from your dashboard. A deleted Account is closed at once and kept for 60 days so that you can restore it by signing in again; after 60 days it is permanently erased as described in the Privacy Policy.

13.2 We may suspend, restrict or terminate your access to the Service, with or without notice, if we reasonably believe that you have breached these Terms or any Policy, that your use creates risk or possible legal exposure for us or for others, that you have engaged in fraud or abuse, or if we are required to do so by law. Where reasonable and lawful, we will tell you why.

13.3 Sections that by their nature should survive termination survive it, including Section 4, Section 11, Section 14, Section 15, Section 16, Section 18 and Section 19.

14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND EVERY CALL ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. NEUROLITH DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

14.2 WITHOUT LIMITING THE ABOVE, NEUROLITH DOES NOT WARRANT THAT ANY CALL IS ACCURATE, COMPLETE, CURRENT OR RELIABLE, THAT ANY PROBABILITY WILL MATCH WHAT HAPPENS, THAT ANY CRYPTO-ASSET IS SAFE, LEGITIMATE OR FREE OF MALICIOUS CODE, OR THAT USE OF THE SERVICE WILL RESULT IN ANY PROFIT OR AVOID ANY LOSS. PAST RESULTS AND MEASURED BASE RATES DO NOT PREDICT FUTURE RESULTS.

14.3 Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply only to the extent permitted by law.

15.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEUROLITH, ITS FOUNDERS, CONTRIBUTORS, AFFILIATES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY TRADING OR INVESTMENT LOSS, LOSS OF CRYPTO-ASSETS, LOSS OF PROFITS, REVENUE, OPPORTUNITY, DATA OR GOODWILL, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE, ANY CALL OR ANY RELIANCE ON A CALL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NEUROLITH AND ITS FOUNDERS FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO NEUROLITH FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) FIFTY UNITED STATES DOLLARS (USD 50).

15.3 The limitations in this Section apply even if a remedy fails of its essential purpose, and they reflect a reasonable allocation of risk that is part of the basis of the bargain between you and us. The Service would not be offered without them.

15.4 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, or under the mandatory consumer protection laws of the country where you live.

16.1 To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Neurolith and its founders, contributors and service providers from and against any claims, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these Terms or any Policy, your violation of any law or of the rights of a third party, any content you submit, or any transaction you enter into, whether or not you used a Call when deciding to do so.

17.1 We may change these Terms from time to time, for example to reflect changes to the Service, to the law or to our business. The effective date at the top of these Terms shows when they last changed.

17.2 If we make a material change, we will tell you in advance by email, on the website or in our Discord server, and we will ask you to accept the new Terms when you next sign in. Changes do not apply retroactively. If you do not agree to the changed Terms, you must stop using the Service and may delete your Account; if you have a prepaid subscription, you may cancel it and receive a pro-rata refund for the unused period after the change takes effect.

18.1 Informal resolution. Before starting any formal proceedings, you agree to contact us at contact@neurolith.app with a description of your claim and to try in good faith to resolve it with us for at least sixty (60) days. Most concerns can be resolved this way.

18.2 If you live in the European Union, the European Economic Area or the United Kingdom. These Terms are governed by the law of the country where you are habitually resident, and you benefit from all mandatory protections of that law. You may bring proceedings in connection with these Terms in the courts of the country where you live. We will bring any proceedings against you in those courts. Nothing in these Terms affects your rights as a consumer under the laws of the European Union, of its Member States or of the United Kingdom, including the General Data Protection Regulation.

18.3 If you live in the United States or anywhere else not covered above. These Terms and any dispute arising out of or in connection with them or the Service (a “Dispute”) are governed by the Federal Arbitration Act and by the laws of the State of Delaware, without regard to its conflict of laws rules.

18.4 Binding individual arbitration. Except as set out below, any Dispute that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, before a single arbitrator. The arbitration may be conducted by video conference or on written submissions, and the arbitrator may award any individual relief that a court could award. Judgment on the award may be entered in any court with jurisdiction. If the AAA Consumer Arbitration Rules apply, the allocation of filing and arbitrator fees will follow those rules.

18.5 Class action and jury trial waiver. YOU AND NEUROLITH AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. YOU AND NEUROLITH EACH WAIVE THE RIGHT TO A TRIAL BY JURY. If this waiver is found unenforceable for a particular claim, that claim must be severed and decided by a court, and the rest of this Section continues to apply.

18.6 Exceptions. Either party may bring an individual claim in a small claims court with jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights.

18.7 Your right to opt out. You may opt out of this agreement to arbitrate by emailing contact@neurolith.app within thirty (30) days after you first accept these Terms, stating your name, the email address of your Account and that you opt out of arbitration. If you opt out, Disputes will be decided by the state or federal courts located in the State of Delaware, and you and we consent to their jurisdiction.

18.8 Time limit. To the extent permitted by applicable law, any claim arising out of or in connection with these Terms or the Service must be brought within one (1) year after the claim arose; otherwise it is permanently barred.

19.1 Entire agreement. These Terms and the Policies are the entire agreement between you and Neurolith about the Service and replace any earlier agreement, communication or understanding on that subject.

19.2 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

19.3 No waiver. Our failure or delay in enforcing any right or provision is not a waiver of it.

19.4 Assignment. You may not assign or transfer these Terms or your Account without our prior written consent. We may assign or transfer these Terms, in whole or in part, including to a company formed to operate the Service or in connection with a merger, acquisition or sale of assets, provided that your rights under these Terms are not reduced.

19.5 Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including failures of blockchains, networks, Third-Party Services, power or hosting, natural events, war, civil unrest, government action, attacks or labour disputes.

19.6 Notices. We may send notices to the email address associated with your Account, on the website or in our Discord server. You may send notices to us at contact@neurolith.app.

19.7 Language. These Terms are written in English. Any translation is provided for convenience only, and the English version prevails to the extent permitted by law.

19.8 No third-party beneficiaries. These Terms do not give any right to any third party, except that our founders, contributors and service providers may rely on Section 14, Section 15 and Section 16.

20.1 Questions about these Terms can be sent to contact@neurolith.app. Information about the operator of the Service is set out in the Legal Notice (part of the Platform Disclosures).

21.1 This Acceptable Use Policy sets out the rules that apply to everyone who uses the Service, to keep it fair, secure and lawful. It forms part of the Terms of Service. Capitalised terms not defined here have the meaning given in the Terms.

23.1 You must not access the Service by automated means, including bots, scrapers, crawlers or scripts, except through our official Discord application or an interface we expressly provide for that purpose. You must not harvest, copy or redistribute Calls or other data in bulk, resell access to the Service, or operate a feed, alert service or signal group built on Calls.

26.1 You must not impersonate Neurolith, its founders, moderators or any other person, or claim to be affiliated with or endorsed by Neurolith when you are not. Neurolith will never ask for private keys, seed phrases, passwords or payments outside the Service.

27.1 Anything you submit to the Service, such as wallet names, profile information or messages, must not be unlawful, infringing, defamatory, hateful, harassing, obscene or misleading, and must not contain other people’s personal data without their consent.

28.1 If you discover a security vulnerability, please report it privately to contact@neurolith.app with enough detail for us to reproduce it, and give us reasonable time to fix it before disclosing it publicly. Do not access, modify or delete other users’ data, and do not degrade the Service while testing. We will not pursue legal action against good-faith research carried out under these rules.

29.1 If we reasonably believe that you have breached this Policy, we may, at our discretion and without liability, remove content, limit your usage, revoke referral rewards, suspend or terminate your Account, and report the matter to the relevant authorities. Where reasonable and lawful, we will tell you why. You can contact contact@neurolith.app if you believe we have made a mistake.

30.1 These Community Guidelines apply to the Neurolith Discord server and to any other community space we operate, now or in the future, such as forums, chats, comments and profiles (together, the “Community”). They form part of the Terms of Service, alongside the Acceptable Use Policy. On Discord, Discord’s own Terms of Service and Community Guidelines also apply.

31.1 Treat everyone with respect. Harassment, bullying, threats, hate speech, discrimination on any ground, and personal attacks are not allowed. Disagree with ideas, not people.

32.1 Members share opinions, not advice. Do not present your views, or any Call, as financial advice or a guaranteed outcome, and do not tell others what they must buy or sell.

32.2 Do not shill, promote or advertise crypto-assets, projects, groups or services, post contract addresses to pump them, or organise coordinated buying or selling. Paid promotion of any kind in the Community is not allowed without our written permission.

33.1 Do not post or send phishing links, fake airdrops, wallet “verification” requests, impersonation accounts, malware or any scheme intended to deceive or defraud. Do not send unsolicited direct messages to members to promote anything.

33.2 Neurolith staff will never send you a direct message first to offer support, ask for your private key, seed phrase or password, or ask you to send funds. Report anyone who does.

34.1 Do not share anyone’s personal information without their consent, including real names, addresses, phone numbers, photos or wallet addresses linked to an identity. Doxxing results in an immediate ban.

35.1 Do not post sexual, violent, gory or otherwise graphic content, content that sexualises minors in any way, or content that promotes self-harm, illegal activity or the sale of illegal goods. Keep conversations in the channels intended for them, and do not spam, flood or abuse bots.

36.1 Moderators may remove content, mute, kick, time out or ban members, and remove roles, at their discretion, to keep the Community safe and on-topic. Serious or repeated breaches may also lead to suspension or termination of your Neurolith Account under the Terms.

37.1 Report breaches to a moderator or to contact@neurolith.app, with screenshots or links where possible. If you believe a moderation decision was wrong, you can ask for it to be reviewed by writing to contact@neurolith.app; a different member of the team will look at it.

38.1 We may update these Guidelines at any time. The current version is always available on the website and applies from the moment it is published.

39.1 The Neurolith referral program (the “Program”) lets members invite others to the Service and earn rewards when the people they invite become paying members. These Referral Program Terms form part of the Terms of Service. Capitalised terms not defined here have the meaning given in the Terms. By sharing your referral link or code, you agree to them.

40.1 Any member with an Account in good standing may take part. You must comply with the Terms, and you may not take part where doing so would be unlawful where you live.

41.1 Each member has a personal referral code and link, shown in the Referrals tab of the dashboard. Shared Calls and share pictures carry your code as well.

41.2 A person counts as your referral (a “Referred Member”) when they create a new Account after opening your link or invitation, either while the referral cookie described in the Cookie Policy (part of the Privacy Policy) is in place or through an invitation that carries your code. Each Account can have only one referrer, set when it is created, and it cannot be changed afterwards. A person who already had an Account cannot become your referral.

42.1 You earn a commission equal to a percentage of each payment a Referred Member makes for a paid Plan, for a limited period after they sign up. The percentage, the period, the hold period and the minimum payout in force are shown in the Referrals tab, and the rate that applies to a payment is the one in force when the payment is made.

42.2 Referred Members may receive a benefit, such as a discount on their first payment, where one is offered.

42.3 Commissions are held as pending for a hold period that covers the refund window. If a payment is refunded, reversed or charged back, the commission on it is cancelled, and if it had already been paid or used, it is deducted from your balance.

43.1 Available commissions form a balance in your Account. Where we offer it, you may use your balance toward your own Plan, or request a withdrawal once it reaches the minimum payout, to a blockchain wallet address and network that we support.

43.2 You are responsible for giving a correct address on the correct network. Blockchain transfers are irreversible, and we are not responsible for funds sent to an address or network you provided in error. We may deduct network fees, ask for information needed to comply with law, and delay or refuse a withdrawal that we reasonably suspect is fraudulent or unlawful.

43.3 A balance is not money held on your behalf, has no cash value except as set out here, does not earn interest and cannot be transferred to another Account. If your Account is closed for breaching the Terms or these Referral Program Terms, any unpaid balance is forfeited. If you close your Account yourself, you may first withdraw any available balance above the minimum payout.

45.1 We may withhold, reverse or cancel rewards, remove you from the Program and suspend or terminate your Account if we reasonably believe that you have broken these Referral Program Terms, engaged in fraud or abuse, or earned rewards through referrals that were not genuine. Our records of referrals and payments are decisive in the absence of obvious error.

46.1 You are solely responsible for reporting and paying any taxes on rewards you receive. We may request tax information where the law requires it.

47.1 Taking part in the Program does not make you an employee, agent, partner or representative of Neurolith, and you have no authority to make any statement or commitment on our behalf.

48.1 We may change, suspend or end the Program, or change the rewards it offers, at any time. Changes apply from the date they are published and do not reduce commissions already earned on payments made before that date. If we end the Program, available balances above the minimum payout will be honoured for a reasonable period, which we will announce.