IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE NEKO DEVICE, APP, OR SERVICES. BY CREATING AN ACCOUNT, MAKING A RESERVATION PAYMENT, OR USING ANY PART OF OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.
1. Parties, Acceptance, and Agreement Structure
1.1 Parties
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Neko Engineering Ltd. (ADGM, UAE) ("Neko," "we," "us," or "our"), a company incorporated under the laws of the Abu Dhabi Global Market (ADGM), United Arab Emirates, Registration No.32980, with registered address at Sky Tower Shams, 1801-C7, Al Reem, Adu Dhabi, UAE.
1.2 What These Terms Cover
These Terms govern your access to and use of: (a) the Neko hardware device and all accessories ("Neko Device"); (b) the Neko mobile and desktop applications ("App"); (c) the Neko cloud platform, including AI processing, recording storage, riff library, stem splitting, tab generation, and generative track features ("Platform"); (d) the neko.engineering website; and (e) any related services, including the $1 early-access reservation program (collectively, "Services").
1.3 Related Policies
These Terms incorporate by reference and should be read together with:
Privacy Policy (neko.engineering/privacy) — governing collection and use of personal data.
Cookie Policy (neko.engineering/cookies) — governing tracking technologies.
Acceptable Use Policy (Section 7 of these Terms) — governing permitted and prohibited uses.
Warranty Policy (Section 13 of these Terms) — governing hardware warranties.
Kickstarter Campaign Terms — if you back the Neko campaign on Kickstarter, Kickstarter's terms also apply.
n the event of any conflict between these Terms and the Privacy Policy, the Privacy Policy governs with respect to data protection matters.
1.4 Acceptance
You accept these Terms by: (a) clicking "I Agree" or equivalent; (b) completing the $1 reservation payment; (c) activating or using the Neko Device; or (d) creating an account. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
1.5 Age Requirement
You must be at least 13 years of age (or 16 years in the EEA) to use the Services. If you are between 13 and 17 (or the applicable minimum age in your jurisdiction through 17), you may only use the Services with verifiable parental or guardian consent, and your parent or guardian also agrees to these Terms on your behalf. See our Privacy Policy Section 12 for full age policy details.
2. Account Registration and Security
2.1 Account Creation
To access most features of the Services, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated.
2.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:
use a strong, unique password for your Neko account;
enable two-factor authentication when available;
notify us immediately at support@neko.engineering if you suspect unauthorized access to your account;
not share your account credentials with any third party;
not create more than one account per person without our express written permission.
Neko will not be liable for any loss or damage arising from your failure to maintain account security.
2.3 Account Suspension and Termination by You
You may close your account at any time via Settings > Account > Delete Account. Account deletion is subject to our data retention obligations as described in the Privacy Policy. Reservation deposits and Kickstarter pledges are subject to the refund terms in Section 5.
3. Early Access Reservation Program ($1 Deposit)
3.1 Nature of the Reservation
The $1 early-access reservation ("Reservation") is a pre-registration deposit that secures your place in the priority queue for the Neko Kickstarter campaign. The Reservation is not a purchase of the Neko Device and does not guarantee device delivery. It does not constitute a binding purchase order.
3.2 What the $1 Secures
Priority position in the Kickstarter early-bird backer queue.
Notification before the public when the Kickstarter campaign launches.
A credit of $1 toward your Neko account balance, applied when the device ships to you.
Access to exclusive pre-launch content, updates, and beta programs at Neko's discretion.
3.3 Refund Policy for the Reservation
The $1 Reservation deposit is fully refundable at any time prior to the Kickstarter campaign's end date, for any reason or no reason. To request a refund, contact support@neko.engineering with your email and order ID. Refunds will be processed to the original payment method within 5-10 business days via Stripe.
After the Kickstarter campaign closes and you have converted your Reservation to a Kickstarter pledge, the Kickstarter refund policy applies to the full pledge amount. The $1 is non-refundable after device shipment confirmation.
3.4 No Guarantee of Product Delivery
Hardware development involves risk. By making a Reservation, you acknowledge that: (a) the Neko Device is in development and final specifications, pricing, and availability may change; (b) Neko does not guarantee a launch date or that the Kickstarter campaign will reach its funding goal; (c) in the event the campaign fails or Neko is unable to fulfill orders, the $1 Reservation deposit will be refunded in full.
4. Neko Device — Hardware License and Use
4.1 Hardware Purchase
You retain full ownership of all audio recordings, riffs, musical compositions, tabs, stems, generated tracks, and other content you create using the Neko Device and Services ("Your Content"). Nothing in this Policy or our Terms of Service transfers ownership of Your Content to Neko.
4.2 Software License for the Device
The Neko Device contains proprietary firmware and software ("Device Software"). Neko grants you a limited, non-exclusive, non-transferable, revocable license to use the Device Software solely in conjunction with your Neko Device and account, for personal, non-commercial purposes. You may not:
copy, modify, distribute, sell, or sublicense the Device Software;
reverse engineer, decompile, disassemble, or attempt to derive source code from the Device Software;
remove or alter any proprietary notices, labels, or marks on the Device or Device Software;
use the Device Software on any device other than an authorized Neko Device;
circumvent any digital rights management (DRM) or technical protection measures in the Device Software.
4.3 Firmware Updates
By uploading, storing, or processing Your Content through the Services, you grant Neko Engineering Ltd. a limited, worldwide, non-exclusive, royalty-free license to:
store, reproduce, and transmit Your Content solely to provide the Services to you;
create technical derivatives (e.g., compressed formats, waveform previews, stem separations) as necessary to operate the Services;
use anonymized, de-identified, or aggregated representations of Your Content to improve our AI models and Services, subject to the restrictions in Section 4.3 below.
This license is limited to the purposes described above and terminates when you delete Your Content or close your account, subject to our data retention schedule in Section 6.
4.3 AI Training — Explicit Restrictions
Neko may deliver mandatory firmware updates to the Neko Device automatically over-the-air. These updates may add, modify, or remove features and are governed by these Terms. Security updates are mandatory and cannot be declined. Feature updates may be deferred for up to 30 days via Settings > Device > Update Preferences. Continued use of the Device following a firmware update constitutes acceptance of the updated Device Software.
4.4 Hardware Modifications
You may not physically modify, open, repair, or alter the Neko Device except as expressly permitted by Neko's published repair documentation. Unauthorized modification voids the warranty (Section 13) and may violate applicable radio frequency regulations.
5. Subscriptions, Payments, and Refunds
We use the information we collect for the following purposes, each supported by a lawful basis:
5.1 Free and Paid Tiers
The Neko Platform may offer a free tier with limited features and paid subscription plans ("Neko Pro" or equivalent) with additional AI processing, storage, and features. Subscription pricing, features, and billing cycles will be published at neko.engineering/pricing and may be updated with 30 days' notice.
5.2 Payment Processing
All payments are processed by Stripe, Inc. By providing payment information, you authorize Neko to charge the applicable fees via Stripe. You represent that you have the right to use the payment method provided. Stripe's Terms of Service and Privacy Policy apply to all payment transactions.
5.3 Subscription Billing
Subscriptions are billed in advance on a monthly or annual basis as selected.
Subscriptions automatically renew unless cancelled at least 24 hours before the renewal date.
You may cancel your subscription at any time via Settings > Subscription > Cancel. Cancellation takes effect at the end of the current billing period; no partial refunds are issued for unused periods, except as required by applicable law.
Annual subscriptions cancelled within 14 days of purchase are eligible for a pro-rata refund for unused months.
5.4 Price Changes
Neko reserves the right to change subscription pricing. We will provide at least 30 days' notice of price increases via email and in-app notification. If you do not cancel before the new pricing takes effect, you consent to the new price.
5.5 Taxes
Subscription prices are exclusive of applicable taxes (VAT, GST, sales tax). You are responsible for all taxes applicable to your jurisdiction. Where Neko is required to collect taxes, they will be added to your invoice.
5.6 Failed Payments
If a payment fails, Neko will retry the charge up to 3 times over 7 days. If payment remains unsuccessful, your subscription will be suspended and you will retain read-only access to your stored content for 30 days before the account is downgraded to the free tier. You will not lose stored recordings during this period.
6. User Content, Intellectual Property, and Copyright
6.1 Ownership of Your Content
You retain full ownership of all audio recordings, riffs, compositions, tabs, stems, and other content you create using the Services ("Your Content"). These Terms do not transfer any ownership of Your Content to Neko.
6.2 License to Neko
By uploading or creating Your Content through the Services, you grant Neko a limited, worldwide, non-exclusive, royalty-free license to store, reproduce, transmit, and create technical derivatives of Your Content (e.g., compressed formats, waveform previews, stem separations) solely to provide the Services to you. This license terminates upon deletion of Your Content or account closure, subject to our data retention policy.
For AI model improvement, we will only use Your Content in anonymized or de-identified form, and only with your explicit opt-in consent, as described in the Privacy Policy Section 4.3.
6.3 Your Copyright Representations
You represent and warrant that: (a) you own or have obtained all necessary rights, licenses, and consents for all Your Content; (b) Your Content does not infringe any third party's intellectual property rights; (c) you will not upload, record, or process any copyrighted material (including commercially released songs, compositions, or samples) without a valid license from the rights holder.
6.4 Copyright Infringement and DMCA
Neko respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA) and equivalent international laws. If you believe content on our Platform infringes your copyright, please send a notice to copyright@neko.engineering containing:
identification of the copyrighted work claimed to be infringed;
identification of the allegedly infringing material and its location on the Platform;
your contact information (name, address, telephone, email);
a statement that you have a good-faith belief the use is not authorized;
a statement, under penalty of perjury, that the information in the notice is accurate and you are the copyright owner or authorized to act on their behalf;
your physical or electronic signature.
Neko will respond to valid DMCA notices by removing or disabling access to the allegedly infringing content and notifying the affected user. Repeat infringers will have their accounts terminated.
6.5 Neko Intellectual Property
All elements of the Services not constituting Your Content — including the Neko Device design, firmware, App, Platform, AI models, algorithms, branding, trademarks, logos, and website content — are the exclusive intellectual property of Neko Engineering Ltd. or its licensors. Nothing in these Terms grants you any rights to Neko's intellectual property other than the limited license expressly set forth herein. "Neko" and the Neko logo are trademarks of Neko Engineering Ltd.
7. Acceptable Use Policy
7.1 Permitted Uses
The Services are provided for lawful personal and professional musical use, including recording, practicing, composing, producing, and sharing your original music. Commercial use (e.g., using the Services to produce music for commercial release) is permitted under a paid subscription.
7.2 Prohibited Uses
You agree not to use the Services to:
infringe any intellectual property rights, including uploading or processing copyrighted material without authorization;
circumvent digital rights management (DRM) or technical protection measures on any content;
upload, store, or transmit malware, viruses, or any harmful code;
attempt to gain unauthorized access to the Services, other users' accounts, or Neko's infrastructure;
reverse engineer, decompile, or disassemble any part of the Services (except to the limited extent permitted by applicable law);
use automated scripts, bots, scrapers, or crawlers to access or interact with the Services without prior written consent;
harvest, collect, or store other users' personal data without their consent;
impersonate any person or entity or falsely represent your affiliation;
use the Services for any illegal purpose or in violation of any applicable law or regulation;
transmit unsolicited commercial communications (spam) through the Services;
use the AI generation features to produce content that infringes copyright, is defamatory, obscene, or otherwise unlawful;
resell, sublicense, or commercially exploit the Services or any portion thereof without Neko's express written consent;
interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
7.3 Consequences of Violation
Violation of this Acceptable Use Policy may result in immediate suspension or permanent termination of your account, without refund, at Neko's sole discretion. Neko reserves the right to report violations to law enforcement authorities and to pursue all available legal remedies.
8. AI-Powered Features — Specific Terms
8.1 AI Generation
The Neko Platform includes AI-powered features including generative track creation, riff expansion, tab generation, and stem splitting ("AI Features"). These features use machine learning models to process and transform Your Content. AI-generated outputs ("AI Output") are provided as creative tools and suggestions.
8.2 Ownership of AI Output
As between you and Neko, you own AI Output generated using Your Content as the primary input, subject to the following conditions: (a) you have the rights to all input content used to generate the output; (b) the AI Output does not infringe any third-party rights; (c) you comply with all applicable laws regarding AI-generated content. Neko makes no claim of ownership over AI Output generated by you.
You acknowledge that AI Output is generated algorithmically and may not be fully protectable by copyright under applicable law (copyright protection for AI-generated content varies by jurisdiction and is an evolving area of law). You are responsible for assessing the intellectual property status of AI Output in your jurisdiction before commercial use.
8.3 No Guarantee of Quality or Accuracy
AI Features are provided on an "as is" basis. Neko does not guarantee that AI Output will be accurate, usable, original, or free from errors. AI-generated tabs, chord transcriptions, and analyses are approximate and should be verified by the user. AI generation for commercial use should be reviewed for intellectual property compliance before release.
8.4 AI Training Opt-In
Neko will not use Your Content or AI Output to train AI models without your explicit, separate opt-in consent. This is a firm commitment. Opt-in is voluntary, revocable, and never a condition of using the Services. See Privacy Policy Section 4.3 for full details.
8.5 Wireless Radio System
The Neko Device includes a wireless radio system for cable-free guitar signal transmission. Use of the wireless radio system is subject to local radio frequency regulations in your jurisdiction. You are responsible for ensuring lawful use of the wireless features in your country of operation. Neko certifies the Device for use in all countries following FCC (US), CE (EU), UKCA (UK) standards.
9. Third-Party Services and Integrations
The Services may integrate with or link to third-party platforms including Kickstarter, social media platforms, digital audio workstations (DAWs), and music distribution services. Neko is not responsible for the terms, privacy practices, or content of third-party services. Your use of third-party services is governed by their respective terms of service.
When you connect third-party accounts (e.g., streaming platforms) to your Neko account, you authorize Neko to access and use data from those accounts as necessary to provide the integration features you request, subject to the permissions you grant.
10. Your Privacy Rights
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING THE NEKO DEVICE, APP, PLATFORM, AND AI FEATURES) ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Neko does not warrant that: (a) the Services will be uninterrupted, error-free, or secure; (b) any defects will be corrected; (c) the Services or the servers that make them available are free of viruses or harmful components; (d) AI Output will be accurate, original, or commercially usable; (e) the wireless radio features will operate without interference in all environments.
Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you. In such jurisdictions, Neko's warranties are limited to the minimum warranty required by applicable law.
11. International Data Transfers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEKO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.
Aggregate Liability Cap: Neko's total aggregate liability to you for any claims arising out of or related to these Terms or the Services shall not exceed the greater of: (a) the total fees paid by you to Neko in the twelve (12) months preceding the event giving rise to the claim; or (b) USD $100.
The limitations in this Section apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Neko has been advised of the possibility of such damages.
Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law.
12. Indemnification
You agree to indemnify, defend, and hold harmless Neko Engineering Ltd., its affiliates, directors, officers, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:
your violation of these Terms or any applicable law;
Your Content, including any claim that Your Content infringes any third party's intellectual property or other rights;
your use of the Services, including the AI Features and wireless radio system;
your use of the Services in a manner not permitted by these Terms;
any misrepresentation made by you.
13. Hardware Warranty
13.1 Limited Warranty
Neko Engineering Ltd. warrants that the Neko Device will be free from defects in materials and workmanship under normal use for a period of twelve (12) months from the date of delivery to the original purchaser ("Warranty Period").
13.2 Warranty Coverage
The limited warranty covers manufacturing defects. It does not cover:
damage caused by accident, abuse, misuse, flood, fire, earthquake, or other external causes;
damage caused by operating the Device outside the permitted or intended uses described in Neko's documentation;
damage caused by unauthorized modifications, alterations, or repairs;
cosmetic damage, including scratches, dents, and broken plastic;
consumable parts, such as batteries, unless damage has occurred due to a defect;
damage caused by use with third-party products not certified by Neko.
13.3 Warranty Service
To obtain warranty service, contact support@neko.engineering with proof of purchase, a description of the defect, and photos where applicable. Neko will, at its sole discretion, repair or replace the defective Device with a new or refurbished unit. Shipping costs for warranty service are covered by Neko within the first 12 months.
13.4 Statutory Rights
This warranty is in addition to, and does not limit, any statutory rights you may have under applicable consumer protection law in your jurisdiction (including EU Directive 2019/771 on sale of goods, UK Consumer Rights Act 2015, or UAE Federal Law No. 15 of 2020 on Consumer Protection).
14. Term and Termination
14.1 Term
These Terms commence when you first accept them (as described in Section 1.4) and continue until terminated by either party.
14.2 Termination by You
You may terminate these Terms at any time by deleting your account and ceasing all use of the Services. Termination does not entitle you to a refund of prepaid subscription fees except as expressly provided in Section 5.
14.3 Termination by Neko
Neko may suspend or terminate your access to the Services, with or without notice, if:
you materially breach these Terms and fail to cure within 14 days of written notice (or immediately for intellectual property violations or Acceptable Use Policy violations);
you engage in fraudulent activity;
Neko is required to do so by law or court order;
Neko discontinues the Services (with 30 days' notice where practicable).
14.4 Effect of Termination
Upon termination: (a) your license to use the Services terminates immediately; (b) you must cease all use of the Device Software; (c) you may export Your Content for 30 days following termination notice (except in cases of termination for cause); (d) Sections 6, 10, 11, 12, 15, 16, and 17 survive termination indefinitely.
15. Dispute Resolution
15.1 Informal Resolution
Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting Neko at legal@neko.engineering with a written description of the dispute, your desired resolution, and your contact information. Neko will attempt to respond within 30 days. This informal process is a condition precedent to any formal proceedings.
15.2 Governing Law
These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM), applying English law as adopted by the ADGM Courts, without regard to conflict of law principles.
15.3 Jurisdiction and Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved informally shall be submitted to binding arbitration administered by the ADGM Arbitration Centre (or, if unavailable, the DIFC-LCIA Arbitration Centre) under its applicable rules. The seat of arbitration shall be Abu Dhabi, UAE. The language of arbitration shall be English. The arbitral award shall be final and binding.Notwithstanding the above, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.
15.4 Consumer Rights in the EEA and UK
If you are a consumer located in the EEA, you may have the right to bring proceedings in the courts of your country of residence, and EU mandatory consumer protection laws may apply notwithstanding the governing law clause above. EU consumers may also use the EU Online Dispute Resolution platform at ec.europa.eu/consumers/odr. UK consumers may contact the UK's Financial Ombudsman or Citizens Advice.
15.5 Class Action Waiver
To the maximum extent permitted by applicable law, you waive any right to participate in a class action lawsuit or class-wide arbitration against Neko. This waiver does not apply where prohibited by applicable consumer protection law.
16. Changes to These Terms
Neko may update these Terms from time to time. For material changes, we will provide at least 14 days' notice via email and prominent website notice before the changes take effect. For changes required by law, notice may be shorter. Your continued use of the Services after the effective date of updated Terms constitutes acceptance. If you disagree with the updated Terms, you may terminate your account as provided in Section 14.2.
17. General Provisions
Entire Agreement: these Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and Neko with respect to the Services and supersede all prior agreements.
Severability: if any provision is held invalid or unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
Waiver: Neko's failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
Assignment: you may not assign or transfer your rights or obligations under these Terms without Neko's prior written consent. Neko may assign these Terms in connection with a merger, acquisition, or sale of assets.
Force Majeure: Neko shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, pandemic, government action, or failure of third-party infrastructure.
No Third-Party Beneficiaries: these Terms do not create any third-party beneficiary rights.
Language: the controlling version of these Terms is the English language version. Translations, if any, are provided for convenience only.
Notices: legal notices to Neko must be sent to legal@neko.engineering or to the registered address in Section 1.1. Neko will send notices to the email address associated with your account.
Export Compliance: you represent that you are not located in a country subject to a UAE, US, EU, or UN embargo and are not on any prohibited persons list.
18. Contact Information
Data Controller: Neko Engineering Ltd. (ADGM, UAE)
Registered Address: Sky Tower Shams, 1801-C7, Al Reem, Adu Dhabi, UAE
ADGM Registration No.: 32980
General: support@neko.engineering
Legal / Disputes: legal@neko.engineering
Copyright / DMCA: copyright@neko.engineering
Privacy: privacy@neko.engineering
