The Terms govern all access to and use of: (1) all websites where these Terms are posted, displayed, or referenced (“Websites”); (2) Neural applications and application plug-ins, whether available through an Neural Website or authorized third-party website meant to be used in connection with the Subscription Services (defined below) that link to or refer to these terms (“Applications”); (3) Neural application programming interface(s) (“APIs”); and (4) resources, tools, or other materials provided by Neural through the Websites including, without limitation, community forums, blogs, white papers, press releases, datasheets, specification documents, and product information (“Materials”). Websites, Applications, APIs, and Materials are referred to collectively as the “Online Services” in these Terms.
Certain Online Services or sub-sites accessible via the Websites or authorized third-party websites may have their own terms and conditions specific to them (“Additional Terms”). By accessing or using those Online Services or sub-sites, you accept and agree to be bound by the applicable Additional Terms. These Terms will apply and remain in effect with respect to those Online Services and sub-sites, provided that, to the extent these Terms conflict with or are superseded by any such Additional Terms, the Additional Terms will govern and control as to those Online Services or sub-sites.
These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Online Services. If you are a paid Customer (“Paid Customer”), your access to and use of the Neural platform(s) or product(s) ordered by you and made available to you on a subscription basis (“Subscription Services”), is governed by the Neural Platform Subscription Agreement, or other agreement between you and us for the provision of the Subscription Services (“Customer Agreement”). These Terms will only apply to your use of the Online Services to the extent that such use is not already governed by the Customer Agreement.
By using the Online Services, you accept and agree to follow and be bound by these Terms (whether on behalf of yourself or an entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that may be posted on or with the Online Services.
The Online Services are for use by businesses. You must not use or access the Online Services if you are a minor (meaning an individual who is under the age of majority in the territory in which you are a resident).
If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
At its sole discretion, Neural may modify the Terms at any time with or without notice to you (“Modified Terms”). Modified Terms will be effective when posted by Neural. Your continued use of the Online Services after the posting of Modified Terms is your acceptance of those Modified Terms. If you do not agree to the Modified Terms, you must stop using the Online Services. At its sole discretion, Neural may modify, suspend, or discontinue Online Services, or any portion thereof, at any time with or without notice to you.
You agree to receive all communications, correspondences, and notices that we provide in connection with Online Services and Subscription Services, including, but not limited to, marketing and promotional messages and informational correspondence (“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 Online Services. 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. At any time, you can opt out of our email marketing and promotional messages sent to you by following the steps outlined in the Privacy Notice.
Upon your acceptance of these Terms, we grant you a limited, revokable, non-exclusive, non-sublicensable, and non-assignable license to access and use the Online Services for your internal purposes and only as expressly permitted in these Terms.
Permission for you to use any Neural-owned white papers, press releases, datasheets, specification documents, FAQs, etc. (“Documents”) made available as Materials via the Websites is granted, provided that (a) you retain all copyright and other proprietary notices on the Documents and ensure that Neural is appropriately attributed in the Documents, (b) you use Documents only for your informational and non-commercial personal use, (c) the Documents will not be copied or posted on any network computer or broadcast in any media, (d) no modifications will be made to any Documents, and (e) you are otherwise in compliance with these Terms. Any other use of the Documents requires the express written permission of Neural, which may be withheld at Neural’s sole discretion.
Applications or APIs made available by Neural through its Websites or authorized third-party websites are the copyrighted work of Neural or its licensors and only intended for use in connection with the Subscription Services. Use of such Applications or APIs is governed by these Terms or, for Paid Customers, under the relevant Customer Agreement. Unauthorized reproduction or distribution of Applications or APIs is expressly prohibited.
You may terminate your use of the Online Services at any time by ceasing further use of the Online Services. Neural is also free to terminate (or suspend access to) your use of the Online Services or your Account, at its sole discretion.
You acknowledge and agree that Neural or its licensors own all legal rights, title, and interest in and to the Online Services, and that the Online Services are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. Except as otherwise expressly provided by Neural, (a) no license rights or other rights are granted to you under any patents, copyrights, trademarks, or trade secret information, whether by implication, estoppel or otherwise, and (b) you may not modify, copy, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell the Online Services, in whole or in part. Any unauthorized use of the Online Services may infringe Neural or a third party’s copyright rights, trademark rights, or other proprietary rights, may violate laws relating to privacy and publicity, and may result in civil or criminal liability. For the avoidance of doubt, nothing in these Terms is intended to, or will, provide any license, right, title, or interest in and to the Subscription Services or any other Neural product or offering.
You agree that you will not use the Online Services for any purpose that is unlawful or prohibited by the Terms. The following restrictions are in addition to any other restrictions contained in these Terms or applicable Additional Terms.
You must not use the Online Services to:
You must also not:
You acknowledge that Neural has no obligation to monitor your – or anyone else’s – access to or use of the Online Services for violations of these Terms, or to review or edit any content. However, we have the right to do so at our sole discretion (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising). Failure to enforce this section in some instances does not constitute a waiver of Neural’s right to enforce it in other instances. This section does not create any private right of action on the part of any third party or any reasonable expectation that the Online Services will not contain any content or conduct that is prohibited by this section.
You acknowledge that, except as described in these Terms or applicable Customer Agreement, the information you provide to us or that we collect will be used and protected as described in our Privacy Notice.
Access to some parts of the Online Services may require that you establish a user Account and select a password. It is a condition of your use of the applicable Online Services that all the information you provide as part of registering for an Account is accurate, current, and complete. Your Account is personal to you. You are entirely responsible for maintaining the confidentiality of your password and Account. You may not permit any third party to use your Account, nor may you use anyone else’s Account at any time. Furthermore, you are entirely responsible for activities that occur under your Account. You agree to notify Neural immediately of any unauthorized use of your Account or any other breach of security in connection with your Account or your password. You also agree to keep your Account contact information current.
Neural will not be liable to you or to any third party for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. We have the right to disable or suspend any Account at any time. You acknowledge and agree that if we disable access to your Account, you may be prevented from accessing the Online Services, your Account details or any content which is contained in your Account.
The Website may include functionality that allows you to transmit or submit Customer Content to Neural while using the Website or to post or display Customer Content on the Website. “Customer Content” means any content or materials that you provide, transmit, or submit to Neural using the Website or post, upload, or display on the Website. Customer Content includes but is not limited to user registration, participation, public sharing, posting, uploading, linking, downloading, transferring, viewing, blogging, commenting, chat room, bulletin board and forum participation, or submitting or transmitting user content, including but not limited to graphics, art, software, code, data, text, video, audio, opinions, descriptions, photographs, and pictures.
Neural does not claim ownership of Customer Content. However, unless otherwise agreed to in writing, Neural will be free to use, disclose, reproduce, license or otherwise distribute or exploit Customer Content without obligations or restrictions of any kind. Unless otherwise agreed to in writing by an authorized Neural representative, Customer Content you transmit or post to the Websites will be considered non-confidential and non-proprietary.
You acknowledge that Neural may or may not moderate or pre-screen Customer Content. Neural is under no obligation to post or use any Customer Content and reserves the right to remove Customer Content at its sole discretion. Neural does not endorse Customer Content and expressly disclaims any and all liability in connection with Customer Content. Neural will have no liability whatsoever related to Customer Content, whether arising under the laws of copyright, libel, privacy, obscenity, or otherwise.
Because internet transmissions are never completely private or secure, you acknowledge and agree that any Customer Content submitted or transmitted to or through the Websites may be accessed or intercepted by third parties.
To the extent that you or your authorized users provide Neural with comments, modifications, corrections, enhancements, suggestions, or other input related to the Online Services (“Feedback”), we will be free to use, disclose, reproduce, license or otherwise distribute or exploit the Feedback in our sole discretion without any obligations or restrictions of any kind.
Trademarks. Any trade names, trademarks, service marks, logos, trade dress, and other brand features (“Trademarks”) displayed on or featured in the Online Services are the property of either Neural or third-party licensors. Nothing in these Terms grants you any license rights or other rights to use or display any such Trademarks.
Third-Party Content. The Online Services may contain or link to third-party content. Third-party content is not reviewed, approved, or endorsed by Neural and are provided solely as a convenience to you and you agree that any use of such third-party content by you is at your sole risk.
Language and Translations. Should Neural provide a translation of the English language version of these Terms, you agree that the translation is provided for your convenience only and that the English-language version of these Terms will govern and control.
You agree to indemnify, and at Neural’s election defend, Neural and each of its officers, directors, employees, contractors, agents, representatives, partners, affiliates, suppliers, and licensors (the “Indemnified Parties”) from actions, claims, or demands, and all losses, damages, liabilities, fees, fines, penalties, costs, and expenses (including, without limitation, attorney fees) arising from or related to your breach or violation of these Terms or content you make available on or through the Online Services. Neural may assume the exclusive defense and control for any claim for which you must indemnify the Indemnified Parties under this Section. You agree to cooperate fully with Neural, at Neural’s reasonable request, in connection with a claim that is subject to this Section. You agree not to settle or compromise any claim for which indemnity is owed under this Section without Neural’s prior written consent, which it may withhold or condition at its sole discretion.
THESE LIMITATIONS ON LIABILITY WILL APPLY WHETHER OR NOT NEURAL KNEW OF, WAS ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
ANY CAUSE OF ACTION YOU MAY HAVE RELATED TO THE ONLINE SERVICES OR THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS WILL APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE.
The Online Services are controlled or made available from the United States by Neural. We make no representation or warranty that the Online Services is appropriate or available for use in other territories or that your access to the Online Services from the territory in which you are located is lawful. The Online Services are subject to United States export control laws and may also be subject to the laws of the country from which you access the Online Services. If you access or use the Online Services outside the United States, you are responsible for compliance with any applicable local law including, without limitation, export control laws.
The Terms constitute the entire agreement between you and Neural and govern your use of the Online Service. Except as explicitly permitted in these Terms, no modification or amendment of these Terms is effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. We may assign these Terms, in whole or in part, at any time, with or without notice to you. You may not assign these Terms or assign, transfer, or sublicense your rights, if any, under these Terms. The waiver by Neural of any breach of these Terms does not waive any other breach. Any claim relating to the Online Services will be governed by the laws of the State of Delaware and the United States, without regard to any conflict of law provision and each party will submit to the personal and exclusive jurisdiction of the courts located within the State of Delaware. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms will remain in full force and effect. Headers in these Terms are for convenience only and are not to affect the interpretation of these Terms.
For questions or concerns regarding your use of the Online Services, please contact support@neural.io. For all legal related inquiries, please contact legal@neural.io.
