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).  

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: 

• Stalk or otherwise harass or harm another or upload, post, email, transmit, or otherwise make available any content that is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable; 
• Impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with another person or entity; or 
• Upload, post, email, transmit, or otherwise make available (“Post”) any content that: (1) you do not have the right to make available under any law or under contractual or fiduciary relationships; (2) infringes or misappropriates any patent, trademark, trade secret, copyright, or any other proprietary rights of Neural or any third party; (3) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or (4) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Online Services, or the servers or networks connected to the Online Services, or any of the Online Services. You must also not Post any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

You must also not: 

• Circumvent, remove, disable, or otherwise interfere with security-related features or other features that prevent or limit access to or use of the Online Services or otherwise attempt to gain unauthorized access to the Online Services or systems or networks connected to the Online Services; 
• Remove any copyright or other proprietary rights notices placed upon the Online Services or any part thereof; 
• Use the Online Services for benchmarking, or to compile information for a product or service or to create products or perform services which compete or interfere with those of Neural; 
• Decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Online Services, in whole or in part, except to the extent these restrictions are prohibited by applicable law and then only upon advance notice to Neural;  
• Download all or parts of the Online Services to create a collection of materials comprising all or a material subset of the Online Services or mine, data mine, or harvest metadata from the Online Services; or 
• Attempt to do any of the foregoing.  

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. 

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. 

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.  

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.