Please read these Terms and Conditions ("Terms" or
"Terms and Conditions") carefully before using the website, Neuron Wizard' web applications and Neuron Wizard'
mobile applications (together, or individually, the "Service") operated by Neuron Wizard ("Neuron Wizard", "us",
"we", or "our"). For purposes of these Terms, “you” and “your” means you as the user of the
Service.
Your access to and use of the Service is conditioned upon your acceptance of and
compliance with these Terms. These Terms apply to all visitors, users and others who wish to
access or use the Service.
By accessing or using the Service you agree to be bound by
these Terms. If you disagree with any part of the terms, then you do not have permission to
access the Service. If you are accessing or using the Service on behalf of a business or entity,
then your business or entity is legally and financially responsible for your access to and use
of the Service as well as for the use of your account by others affiliated with your entity,
including any employees, agents or contractors.
Definitions: For purposes of these
Terms: (i) "Content" means text, graphics, images, music, software, audio, video, works of
authorship of any kind, and information or other materials that are posted, generated, provided
or otherwise made available through the Service; and (ii) "User Content" means any Content that
account holders (including you) provide to be made available through the
Service.
Our Content Ownership: We do not claim any ownership rights in
any User Content and nothing in these Terms will be deemed to restrict any rights that you may
have to use and exploit your User Content. Subject to the foregoing, Neuron Wizard and its licensors
exclusively own all right, title and interest in and to the Service and Content (excluding User
Content), including all associated intellectual property rights. You acknowledge that the
Service and Content are protected by copyright, trademark, and other laws of the United States
and foreign countries. You agree not to remove, alter or obscure any copyright, trademark,
service mark or other proprietary rights notices incorporated in or accompanying the Service or
Content.
Rights in User Content Granted by You: By making any User
Content available through the Service, you hereby grant to Neuron Wizard a non-exclusive, transferable,
worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store,
reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for
formatting purposes only), your User Content solely in connection with operating and providing
the Service and Content to you and, depending on the permission you grant, to other users.
Subject to the foregoing license, as between Neuron Wizard and you, you retain any and all of your
rights to your User Content. Neuron Wizard acknowledges that if you provide Enterprise Content (as
defined below), then the ownership of such Enterprise Content may be as set forth in any
agreement between you and the Enterprise, and in the absence of such agreement, then as between
you and the Enterprise, the Enterprise may own all rights to any such Enterprise
Content.
Your Responsibility for User Content: You are solely
responsible for all your User Content. You represent and warrant that you own all your User
Content or you have all rights that are necessary to grant us the license rights in your User
Content under these Terms. You also represent and warrant that neither your User Content, nor
your use and provision of your User Content to be made available through the Service, nor any
use of your User Content by Neuron Wizard on or through the Service will infringe, misappropriate or
violate a third party’s intellectual property rights, or rights of publicity or privacy, or
result in the violation of any applicable law or regulation.
Sharing User
Content: You may designate your User Content as “public” or “private”. You agree
that User Content you designate as public will be accessible by and be available to other users
of the Service to whom you grant access to such publicly designated User Content. Consequently,
you understand and agree that such users will have the right to view, comment on and tag your
publicly designated User Content. If you grant users additional permissions with respect to your
User Content, you understand and agree that such users will, depending on the permissions you
grant, have the right to use, publish, display, modify, or duplicate such User Content. You
grant Neuron Wizard all rights necessary to make any of your publicly designated User Content available
to other users of the Service and to permit those users to engage in the activities described in
this Section with respect to your publicly designated User Content.
Removal of
User Content: You can remove your User Content that you designate as private by
specifically deleting it. However, some of your User Content may not be completely removed and
copies of your User Content may continue to exist on the Service. Additional details with
respect to the removal and storage of User Content are set forth in Section 17 (Termination)
below.
Rights in Content Granted by Neuron Wizard: Subject to your compliance
with these Terms, Neuron Wizard grants to you a limited, non-exclusive, non-transferable license, with
no right to sublicense, to download, view, copy, display and print the Content solely in
connection with your permitted use of the Services and solely for your personal and
non-commercial purposes.
Monitoring Content: Although we’re not
obligated to monitor access to or use of the Service or Content or to review or edit any
Content, we have the right to do so for the purpose of operating the Service, to ensure
compliance with these Terms and to comply with applicable law or other legal requirements. We
reserve the right, but are not obligated, to remove or disable access to any Content, including
User Content, at any time and without notice, including, but not limited to, if we, at our sole
discretion, consider any Content to be objectionable or in violation of these Terms. We have the
right to investigate violations of these Terms or conduct that affects the Services. We may also
consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Content submitted, posted or modified by users in the
Service is organized into separated sections we refer to as "Uploads".
Some parts of the Service are made available on a paid
subscription basis ("Subscription(s)").
You will be billed in advance on a recurring and
periodic basis ("Billing Cycle"). Billing Cycles are set on a monthly or yearly basis. Whether
you are using monthly or yearly billing, your account may be charged on a monthly
basis.
Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription
will automatically renew and your payment method for such Subscription will automatically be
charged at the start of each new Subscription period for the fees and taxes applicable to that
Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel it or
Neuron Wizard cancels it.
A valid payment method, including credit card, is required to process
the payment for your Subscription. You must provide Neuron Wizard with accurate and complete billing
information including full name, address, state, zip code, telephone number, and valid payment
method information. By submitting such payment information, you automatically authorize Neuron Wizard to
charge all Subscription fees incurred through your account to any such payment
instruments.
Should automatic billing fail to occur for any reason, Neuron Wizard may attempt to
charge the credit card on file one or more times. Should payment continue to fail, the
Subscription will be cancelled.
You may cancel your Subscription either through your
online account management page or by contacting Neuron Wizard customer support team.
Neuron Wizard may, at its sole discretion, offer a
Subscription with a free trial for a limited period of time ("Free Trial"). If you are on a Free
Trial, you may cancel at any time until the last day of your Free Trial by following the
cancellation procedures outlined in the Subscription section of these Terms. If you or Neuron Wizard
cancel your Free Trial, you acknowledge and agree that we may delete all of your User Content or
data associated with the Workspace that was assigned to your Free Trial. If you do not cancel
your Free Trial, then your Free Trial will be converted to a paid Subscription at the end of the
trial period, and you hereby authorize us to charge your credit card or other payment method for
continued use of the paid Service under such Subscription. You may then however, cancel your
Subscription in accordance with the Subscription section of these Terms.
At any time and
without notice, Neuron Wizard reserves the right to (a) modify the terms and conditions of any Free
Trial offer, (b) cancel any Free Trial offer, or (c) cancel any Free Trial subscription at any
time.
Neuron Wizard, in its sole discretion and at any time, may
modify the Subscription fees for the Subscriptions. Any Subscription fee change will become
effective at the end of the then-current Billing Cycle.
Neuron Wizard will provide you with a
reasonable prior notice of any change in Subscription fees to give you an opportunity to
terminate your Subscription before such change becomes effective.
Your continued use of
the Service after the Subscription fee change comes into effect constitutes your agreement to
pay the modified Subscription fee amount.
Fees are stated exclusive of any taxes or
similar governmental assessments of any nature, including, for example, value-added, sales, use
or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You will be
responsible for paying all Taxes associated with your Subscription, except for those taxes based
on our net income. Should any payment for the Service be subject to withholding tax by any
government, you will reimburse us for such withholding tax.
Payment obligations are non-cancelable, and fees paid
are non-refundable and there are no credits for partially used Subscription
periods.
Certain refund requests for Subscriptions may be considered by Neuron Wizard on a
case-by-case basis and granted in sole discretion of Neuron Wizard.
By creating an account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Service even after you have opted out of receiving marketing communications.
You are responsible for maintaining the
confidentiality of your account and password, including but not limited to the restriction of
access to your computer and/or account. You agree to accept responsibility for any and all
activities or actions that occur under your account and/or password, whether your password is
with our Service or a third-party service. You must notify us immediately upon becoming aware of
any breach of security or unauthorized use of your account.
You may not use as a username
the name of another person or entity that is not lawfully available for use, or a name or
trademark that is subject to any rights of another person or entity other than you, without
appropriate authorization. You may not use as a username any name that is offensive, vulgar or
obscene.
You may not use the Service if you are 13 years of age or younger. By using the
Service, you represent and warrant that you are over the age of 13.
We respect the intellectual property rights of others.
It is our policy to respond to any claim that Content posted on the Service infringes on the
copyright or other intellectual property rights ("Infringement") of any person or entity. It is
our policy, in appropriate circumstances and at our discretion, to disable or terminate the
accounts of users who repeatedly Infringe copyrights or intellectual property rights of
others.
If you are a copyright owner, or authorized on behalf of one, and you believe
that any Content, materials or works uploaded, downloaded or appearing on the Service have been
copied in a way that constitutes copyright infringement, you may submit a notification pursuant
to the Digital Millennium Copyright Act (DMCA) by providing our copyright agent with the
following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- an electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright's interest;
- a description
of the copyrighted work that you claim has been infringed;
-
identification of the allegedly infringing material on the Service, including URL or other
specific location on the Service where the material that you claim is infringing is
located;
- your address, telephone number, and email
address;
- a statement by you that you have a good faith belief
that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright owner or authorized to act
on the copyright owner's behalf.
You may not do any of the following, unless applicable
laws or regulations prohibit these restrictions, or you have our written permission to do
so:
- post, upload, publish, submit or transmit any User
Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright,
trademark, trade secret, moral rights or other intellectual property rights, or rights of
publicity or privacy; (ii) violates, or encourages any conduct that would violate, any
applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false,
misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)
promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or
group; (vi) is violent or threatening or promotes violence or actions that are threatening to
any person or entity; or (vii) promotes illegal or harmful activities or substances;
- duplicate, decompile, reverse engineer, disassemble or decode the Service
(including any underlying idea or algorithm), or attempt to do any of the same;
- access or use the Service in any manner that could disable, overburden, damage,
disrupt or impair the Service or interfere with any other party's access to or use of the
Service or use any device, software or routine that causes the same;
- attempt to gain unauthorized access to, interfere with, damage or disrupt the Service,
accounts registered to other users, or the computer systems or networks connected to the
Service;
- circumvent, remove, alter, deactivate, degrade or
thwart any technological measure or content protections of the Service;
- use any robot, spider, crawlers or other automatic device, process, software or queries
that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or
collect information or data from or through the Service, or engage in any manual processto do
the same;
- introduce any viruses, trojan horses, worms, logic
bombs or other materials that are malicious or technologically harmful;
- use the Service for illegal, harassing, unethical, or disruptive purposes;
- violate any applicable law or regulation in connection with your access
to or use of the Service;
- access or use the Service in any way
not expressly permitted by these Terms.
The Service and its Content (excluding User Content),
features and functionality are and will remain the exclusive property of Neuron Wizard and its
licensors. The Service is protected by copyright, trademark, and other laws of both the United
States and foreign countries.
Our trademarks and trade dress may not be used in
connection with any product or service without the prior written consent of Neuron Wizard.
We welcome feedback, comments and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Service or in any such Feedback. All Feedback becomes the sole and exclusive property of Neuron Wizard, and Neuron Wizard may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Neuron Wizard any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
Our Service may contain links to third party web sites
or services that are not owned or controlled by Neuron Wizard. Our Service may also allow you to import
or interface with third party applications or services.
Neuron Wizard has no control over, and
assumes no responsibility for the content, privacy policies, or practices of any third-party web
sites or services. We do not warrant the offerings of any of these entities/individuals or their
websites.
You acknowledge and agree that Neuron Wizard shall not be responsible or liable,
directly or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with use of or reliance on any such content, goods or services available on or
through any such third party web sites or services.
We strongly advise you to read the
terms and conditions and privacy policies of any third-party web sites or services that you
visit or interact with.
We may terminate or suspend your account and bar
access to the Service immediately, without prior notice or liability, under our sole discretion,
for any reason whatsoever and without limitation, including but not limited to a breach of the
Terms.
If you wish to terminate your account, we provide a tool do so. You may request to
delete your own Workspace(s) at any time from within our account management page. Upon
requesting to delete a Workspace, all Content from such Workspace will immediately become
inaccessible. After 30 days, the Content (including your User Content) will be deleted from our
servers and can no longer be recovered. Similarly, if you delete some (but not all) of the User
Content designated as private on your own Workspace, after 30 days, such User Content will be
deleted from our servers and can no longer be recovered.
If you are using a Team
Workspace, you will not be able to delete your User Content that you have posted or submitted to
the general or shared sections of the Team Workspace. All Content posted or submitted to the
general sections of the Team Workspace will remain accessible by other members of such Team
Workspace.
If you are using an Enterprise Workspace as an Enterprise User, you will not
be able to delete your Enterprise Content from such Enterprise Workspace. All such Enterprise
Content will remain owned and accessible by the Enterprise within such Enterprise
Workspace.
All provisions of the Terms which by their nature should survive termination
shall survive termination, including, without limitation, ownership provisions, warranty
disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless Neuron Wizard and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; or (c) your User Content provided to the Service.
IN NO EVENT SHALL NEURON WIZARD, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE
SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF
PERFORMANCE. NEURON WIZARD, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A)
THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
(B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
Some jurisdictions (such as the state of New Jersey) do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the "LIMITATION OF LIABILITY" and "DISCLAIMER" sections above, so the limitations above may not apply to you.
You are responsible for providing the mobile device,
wireless service plan, software, Internet connections and/or other equipment or services that
you need to download, install and use any mobile application versions of the Service (the
“App”). We do not guarantee that the App can be accessed and used on any particular device or
with any particular service plan. We do not guarantee that the App will be available in any
particular geographic location. As part of the Service and to update you regarding the status of
deliveries, you may receive push notifications, local client notifications, text messages,
picture messages, alerts, emails or other types of messages directly sent to you in connection
with the App ("Push Messages"). You acknowledge that, when you use the App, your wireless
service provider may charge you fees for data, text messaging and/or other wireless access,
including in connection with Push Messages. You have control over the Push Messages settings and
can opt in or out of these Push Messages through the Service or through your mobile device’s
operating system (with the possible exception of infrequent, important service announcements and
administrative messages). Please check with your wireless service provider to determine what
fees apply to your access to and use of the App, including your receipt of Push Messages from
Neuron Wizard. You are solely responsible for any fee, cost or expense that you incur to download,
install and/or use the App on your mobile device, including for your receipt of push messages
from Neuron Wizard.
Mobile Software from the Apple App Store. The following terms and conditions
apply to you only if you are using the App from the Apple App Store. To the extent the other
terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the
terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions
in this paragraph apply, but solely with respect to the App from the Apple App Store. You
acknowledge and agree that these Terms are solely between you and Neuron Wizard, not Apple, and that
Apple has no responsibility for the App or content thereof. Your use of the App must comply with
the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever
to furnish any maintenance and support services with respect to the App. In the event of any
failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will
refund the purchase price, if any, for the App to you. To the maximum extent permitted by
applicable law, Apple will have no other warranty obligation whatsoever with respect to the App,
and any other claims, losses, liabilities, damages, costs or expenses attributable to any
failure to conform to any warranty will be solely governed by these Terms. You and Neuron Wizard
acknowledge that Apple is not responsible for addressing any claims of yours or any third party
relating to the App or your possession and/or use of the App, including, but not limited to: (a)
product liability claims, (b) any claim that the App fails to conform to any applicable legal or
regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
You and Neuron Wizard acknowledge that, in the event of any third party claim that the App or your
possession and use of the App infringes that third party’s intellectual property rights, Neuron Wizard,
not Apple, will be solely responsible for the investigation, defense, settlement and discharge
of any such intellectual property infringement claim to the extent required by these Terms. You
must comply with applicable third-party terms of agreement when using the App. You and Neuron Wizard
acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of
these Terms as they relate to your use of the App, and that, upon your acceptance of these
Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce
these Terms against you as a third party beneficiary thereof.
These Terms shall be governed and construed in
accordance with the laws of Portugal.
Any dispute, controversy, or claim (collectively,
"Claim") relating in any way to your use of Neuron Wizard' services and/or products, including the
Service, will be resolved by arbitration.
Any arbitration under these Terms will
take place on an individual basis – class arbitrations and class actions are not permitted.
You understand that by agreeing to these Terms, you and Neuron Wizard are each waiving the right to
trial by jury or to participate in a class action or class arbitration.
Notwithstanding the foregoing, you and Neuron Wizard will have the right to bring an action in a court
of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final
decision by the arbitrator. You may instead assert your claim in "small claims" court, but only
if your claim qualifies, your claim remains in such court and your claim remains on an
individual, non-representative and non-class basis.
If you are a California resident, in accordance with
Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs by contacting
them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at
(800) 952-5210.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Our failure to enforce any right or provision of these
Terms will not be considered a waiver of those rights. If any provision of these Terms is held
to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain
in effect.
These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding the Service (except in the case of Enterprises that have entered into a separate agreement with Neuron Wizard for their Enterprise Subscription).