These Terms of Service (“Terms”) govern your access to and use of our services, including our various websites, APIs, protocols, email notifications, mobile applications, buttons, widgets, commerce services, and our other covered services that link to these Terms (collectively, the “Platform”), and any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded, or appearing on the Platform (collectively referred to as “Content”). By using the Platform you agree to be bound by these Terms.
The following terminology applies to these Terms, Privacy Policy, and all other agreements between you and us: “You” or “Your” are the person who creates an account on the Platform. “The Company”, “Neural”, “We”, “Our”, and “Us”, refers to Neural Earth Inc. and its licensors, subsidiaries and affiliates which own, manage, or otherwise control the administration of the Platform or possess rights to Content provided through the Platform (however, these terms are not intended to include any third-party service provider that we use to provide the Platform’s services).
These Terms govern access to and by individuals or entities who are any of the following (collectively, “you” or “your”):
Unless permitted pursuant to a pre-existing subscription, purchase or license agreement with Neural (the “Corporate Terms”), no person may use the Platform.
Any use of the above terminology or other words in the singular, plural, and/or capitalization are taken as interchangeable and therefore as referring to the same, unless otherwise specified.
These Terms supplement the Corporate Terms and only apply to the extent a User’s use of the Platform is not already governed by such Corporate Terms; any conflict between the Corporate Terms and these Terms shall be resolved in favor of the Corporate Terms, unless the Corporate Terms indicate otherwise or it results in a regulatory violation by Neural. It shall not be Neural’s responsibility to provide the Corporate Terms to any Authorized User nor indicate how these Terms might conflict with the Corporate Terms.
THESE TERMS AND THE CORPORATE TERMS EXPLICITLY RESTRICT ANY PERSON FROM USING THE PLATFORM FOR PERSONAL, FAMILY, OR HOUSEHOLD USES; THE PLATFORM IS NOT DESIGNED OR INTENDED FOR SUCH USES AND NEURAL SHALL CONSIDER ANY SUCH USE OF THE PLATFORM AS ILLICIT AND SUCH USE IS SOLELY AT A USER’S OWN RISK.
We reserve the right, at our sole discretion, to change, add, or remove portions of these Terms, at any time. You will be notified of such changes through your account and upon such notification it is your responsibility to review the amended Terms. Your continued use of Platform following the posting of changes will mean that you accept and agree to the changes. You agree that all subsequent use of the Platform by you will be subject to the Terms then in effect. As long as you comply with these Terms and any such modifications, the Company grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited right to use the Platform for business purposes.
Any links to third-party websites within these Terms are for informational purposes only and do not amend or supplement these Terms in any way.
By agreeing to use the Platform, you have accepted these Terms, as well as our Privacy Policy and other privacy statements and any other agreement, notice, or policy which governs the use of the Platform.
We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. We will post or hyperlink to the revised terms on the Platform with a “last updated” date. IF YOU CONTINUE TO USE THE PLATFORM OR ANY OF ITS SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any revision to the Terms.
You agree to receive all communications, correspondences, and notices that we provide in connection with Platform, including, but not limited to, marketing and promotional messages related to us or the Platform’s services, correspondence regarding our delivery of the Platform’s services, and providing you information related to your purchase of or subscription to the Platform (“Communications”), via electronic means, including by e-mail, text, in-product notifications, push notifications, or by posting them on or making them otherwise available through the Platform. To the fullest extent permitted under applicable laws, you agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to the extent you are a Customer to keep your Account contact information current. At any time, you can opt out of our email marketing and promotional messages sent to you.
Users may need to register for a Platform account in order to be provided access to the Platform’s services. We may also create an account for Users in order to use the Platform. Account information must be accurate, current, and complete, and will be governed by the Privacy Policy(ies) and associated statements. All Users agree to keep this information up-to-date so that Neural may send notices, statements, and other information by email or through the Platform. Customer must ensure that any passwords, and other access credentials (such as API tokens) for it and its Authorized Users on the Platform are kept strictly confidential and not shared with any unauthorized person. Customer will be responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Customer must notify Neural immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others.
All Users shall comply with Neural’s Acceptable Use Policy.
The Platform contains Content that is proprietary and is protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties.
Information, including software that may be available for downloading through the Site or third-party websites or applications (“Software”), is the copyrighted work of Neural, its licensors, and/or such other respective third-party providers. Use of Software is governed by these Terms and such license and/or other terms as may be required directly of you by the third-party providers. Unauthorized reproduction or distribution of Software is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.
The Platform may allow you to upload Content.
The Platform may allow you to integrate information provided by third-party applications and devices. Your use of and the information provided by these third-party applications and devices might be subject to those third-parties’ user agreements and privacy policies, which might include restrictions on information that may be shared with the Platform. We cannot guarantee that the information the Platform receives from third-party applications and devices will be identical to the information provided directly to you by those applications and devices (or how that information might be presented) and we will not be responsible for any differences or inaccuracies.
By using the Platform, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
If you believe content on the Platform or any activity by an individual or entity violates the above restrictions, please contact us.
You acknowledge that we have no obligation to monitor your access to or use of the Platform for violations of these Terms, or to review or edit any content. However, except as otherwise expressly provided herein, we maintain the right to do so for the purpose of operating and improving the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.
If you are a User, you acknowledge that pursuant to the Corporate Terms, the Customer which has authorized your access to the Platform may monitor your access or use and the Customer may adopt additional restrictions on the use of the Platform that those indicated above.
You acknowledge your understanding and hereby provide consent that, except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be processed and otherwise handled as described in the Privacy Policy.
Except as described in these Terms, the Privacy Policy or applicable Corporate Terms: (i) we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process); and (ii) we may also share your information in situations involving potential threats to the physical safety of any person, violations of the Privacy Policy, the Terms, the Corporate Terms, or any other of our user agreements or terms in effect; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of Neural, our employees, customers, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.
You (and/or the Customer who authorized your use of the Platform) shall be responsible for data that you provide or use in respect of the Platform. You are solely responsible for determining the suitability of use of the Platform for your business or organization and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the Platform.
You warrant that collection and use of any personal information or data you provide while using the Platform complies with all applicable data protection laws, rules, and regulations. You acknowledge your understanding and hereby provide your consent that we may process such personal data in accordance with the Privacy Policy, except as permitted additionally in these Terms.
Neural may collect, generate, store and use diagnostic and usage-related data, and information, or insights generated or derived from the use and operation of the Platform’s services (“Usage Data”). Neural owns all right, title, and interest in Usage Data and may use it for its business purposes, including providing support for the Platform’s services, customer account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. Any Usage Data that Neural discloses will be de-identified and aggregated.
Please review the Privacy Policy for additional provisions.
You will indemnify us for any and all damage suffered and all liability actions brought against us for your infringement of third-party rights or violation of applicable laws.
To the extent permitted by law, we will not be held liable for any punitive damages, loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data and indirect or any other consequential or speculative loss. We shall not be liable for any perceived loss as a result of us, the Customer or a third-party service provider canceling, delaying or otherwise limiting the use of your account.
We cannot be held liable for any malfunction, breakdown, delay or interruption to the Internet connection, or if for any reason the Platform is unavailable at any time or for any period.
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.
In the case of fraud or other criminal or suspicious activities, we or our third-party service providers may report all necessary information, including names, addresses and all other requested information to the relevant authorities dealing with fraud and breaches of the law. You acknowledge that your account and funds may be frozen by us or our third-party service providers, either on our own volition or upon the request of a government agency, and you will hold us harmless for any loss you may incur as a result.
Subject to the foregoing, our aggregate liability in respect of claims based on events arising out of or in connection with these Terms or your use of the Platform, whether in contract, tort, or otherwise, shall in no circumstances exceed your direct “out of pocket” pecuniary losses or the minimum amount mandated by law, if greater.
The Platform may include or make available for use or sale content, tools, services or other materials from third parties which require that you go to the third-party’s website or application (“Third-Party Materials”). We do not control or take responsibility for Third-Party Materials (including how those third-parties use your information). You understand that using Third-Party Materials could subject you to third-party fees, terms, and/or policies and you agree to pay all those fees and to follow those terms and policies.
You acknowledge that by using the Platform, you may come across Third-Party Materials that (i) may be considered offensive or objectionable, (ii) may or may not be identified as having explicit language, (iii) may contain links or references to objectionable material, and (iv) may not be available in all regions or languages. You agree to use the Platform at your own risk and that we will not have any liability to you for content (including Third-Party Materials) that may be found to be offensive, inaccurate, illegal, unavailable, of poor quality, or otherwise.
Any controversy, dispute, disagreement, or claim arising out of, relating to or in connection with this Agreement or any breach thereof, including any question regarding its existence, validity, or termination shall be finally and conclusively resolved by arbitration under the Rules and Procedures of the American Arbitration Association by one arbitrator appointed in accordance with the said Rules. The following provisions shall govern any arbitration hereunder:
At all times, you and we are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties and Users who use the Platform for personal consumer use do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ours or are otherwise authorized to bind or commit us in any way without our prior written authorization.
You acknowledge that the Platform, any information we supply you, and any other products, services, information, documentation, software, technology, technical data, and any derivatives thereof, that Neural makes available pursuant to these Terms (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of Ukraine, Sudan, Iran, North Korea and Syria (“Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Site. If we determine in our sole discretion that you are actually or likely to be in violation of any representation or warranty set out in this provision, we have the right to terminate your use or access to the Platform and/or the Corporate Terms immediately with or without notice to you.
Unless such restriction is prohibited under applicable law, you may not assign your rights or obligations under these Terms without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. We may freely assign our rights, duties, and obligations under these Terms at any time, with or without notice to you.
Except for any payment obligations, neither you nor we will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.
If you have any questions or concerns regarding your use of the Platform, do not hesitate to contact us at support@neural.io or via the support option in the Platform interface.
