Welcome to Neura! We truly hope you’ll enjoy the value Neura delivers. Neura enables third-party products that have integrated our technology (“Neura-Enabled Product(s)”) to deliver a personalized experience and functionality to you based on your behavior, habits and activity. By using a Neura-Enabled Product or by activating the Neura services upon request within a Neura-Enabled Product, the user of that Neura-Enabled Product (“User”, “you”, or “your”) enables Neura to collect information about you such as, but not limited to location, motion and activity (collectively, “Raw Data”) through one or more of your devices (primarily, but not limited to a mobile phone, each a “Device”), which we process and analyze through our proprietary system and data algorithms to turn it into meaningful knowledge (e.g., understanding when you run, drive, or are at home) (collectively, “User Insights”) and then make certain portions of the User Insights (e.g., behavioral insights), for which a Neura-Enabled Product has subscribed and for certain portions of the User Insights you have also given your permission (“Permission”), available to the respective Neura-Enabled Product so it can personalize its functionality to you (our actions collectively, including providing our website, our “Services”).
PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE NEURA SERVICES.
PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE NEURA SERVICES.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH STATES THAT, UNLESS YOU OPT OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES, BOTH PARTIES AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. PLEASE READ SECTION 14 CAREFULLY.
YOUR NEURA ACCOUNT
By using a Neura-Enabled product or by tapping a Neura activation button, if available, in the first Neura-Enabled Product, you will establish a Neura account wherein Neura may, but is not obligated to, store your Raw Data, the User Insights and your Permissions (“Neura Account”). You hereby agree that Neura may, and authorize Neura to, collect and combine Raw Data from one or more of your Devices and utilize the same in conformance with this Agreement, such as to provide the Neura Services with respect to Neura-Enabled Products.
Children under the age of 13 are not permitted to access, use or connect any Device to our Service or grant any Permission for a Neura-Enabled Product. If you are not yet 18 years old, your parent or legal guardian must enter into this Agreement on your behalf.
You represent and warrant that: (i) you have the full and unrestricted power and authority to enter into this Agreement and to carry out the actions contemplated hereby; (ii) there is no legal reason why you should be prevented or restricted from using the Services; and (iii) your actions hereunder do not and shall not conﬂict with or result in a breach of any other agreement or any judgment, order, or decree by which you are bound.
You may be required to create login credentials (“Credentials”) for your Neura Account and/or the Neura-Enabled Product activation process. You are responsible for maintaining the conﬁdentiality of your Credentials and Neura Account, and you are fully responsible for all activities that occur under such Credentials or Neura Account. You agree to notify us immediately of any unauthorized use of your Credentials or Neura Account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with this section.
You may suspend, deactivate or delete your Neura Account at any time by contacting us at Support@theneura.com. We retain the right to suspend or deactivate your Neura Account at any time and for any or no reason, including for your violation of this Agreement, in which case we will notify you by reasonable means available to us such as by text via your mobile phone number. If we suspend or deactivate your Neura Account for a violation of this Agreement, you will not be able to create another Neura Account without our permission. If your Neura Account is suspended, deactivated, or deleted the Neura Services will no longer work with your Neura-Enabled Products. Termination of this Agreement shall automatically deactivate your Neura Account as further described in Section 7 (Term and Termination) below.
You shall not use the Neura Services, a Device or Neura Account to interfere with or disrupt the Neura Services, the Neura-Enabled Products or any servers or networks connected to the Neura servers, or to interfere with another User’s use and enjoyment of the Neura Services, including but not limited to: (i) transmitting, uploading or inputting any Raw Data or other material into the Neura Services that contains viruses, trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or (ii) attempting to gain unauthorized access to Neura’s technology or other Users’ Neura accounts or personally identifiable information through password mining or any other means.
Except as permitted by applicable law, you agree not to disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of the any part of the Neura Services.
You represent and warrant that you will connect to the Neura Services and Neura-Enabled Products only through Devices that you own or are authorized to use for such purposes.
Your failure to comply with the restrictions in this section 2 constitutes a material breach of this Agreement and may result in our taking all or any of the following actions, in addition to any other remedies that may be available to us:
Issue of a warning to you.
Suspending or deactivating your Neura Account.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Disclosure of such information to law enforcement authorities as Neura reasonably believes is required or appropriate
SCOPE OF SERVICES
Subject to the terms and conditions of this Agreement and unless otherwise agreed for additional products, features or services, Neura hereby grants to you a non-exclusive, royalty-free, revocable, personal, non-assignable, non-transferable, non-sublicensable, limited license to use the Services for their ordinary and intended purposes as necessary for your interaction with one or more Neura-Enabled Products (“UserLicense“). Neura does not charge you a fee for the Neura Services within a Neura-Enabled Product; any fees charged by a Neura-Enabled Product are subject to your agreement with the respective Neura-Enabled Product. The User License shall not be effective during any period your Neura Account has been suspended or deactivated, but shall otherwise remain in force unless and until this Agreement is terminated in accordance with Section 7.
Except for any license granted herein, Neura retains all right, title and interest in and to the Services and all intellectual property rights therein, and nothing in this Agreement will restrict, impair, transfer, license, convey or otherwise alter or deprive us of any of our rights or proprietary interests in the Services.
We reserve the right to change, suspend, remove or disable any Neura-Enabled Product’s access to or use of the Services at any time without notice for any or no reason, including but not limited to a Neura-Enabled Product’s breach of its agreement with Neura, which may disrupt your use of the Services and/or the affected Neura-Enabled Product. We also reserve the right, at any time, to discontinue or modify any aspect of the Services without notice, and we shall not be liable to you or any third party for doing so. In no event shall we be liable for the removal or disabling of, or for imposing limits on, access to or use of the Services.
Services may require and utilize Internet connection or data access. To the extent that any such carrier charges for Internet or data usage are applicable, you agree to be solely responsible for those charges. You are also solely responsible for any Devices you connect or utilize with the Service.
INTELLECTUAL PROPERTY AND TRADEMARK RIGHTS
The Services are licensed, and not sold, to you under this Agreement and you acknowledge and agree that we and our licensors retain all title, rights, interests (other than to the extent of any license expressly granted herein) and Intellectual Property Rights (deﬁned below) in and to the Services, including but not limited to any software and documentation used in or for the Services, and all enhancements, modifications, and derivatives and any materials created, authored, developed or provided by or on behalf of us in connection with this Agreement. We reserve all rights not expressly granted herein to the Services. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
The trademarks, trade dress, service marks, domains, logos and distinctive brand features associated with the Services (“Marks”), are owned by us and/or our licensors and may be protected by applicable trademark, copyright or other intellectual property laws and treaties. You may not use our Marks unless you have our express permission. All other trademarks, service marks, and logos used on the Services are the trademarks, service marks, or logos of their respective owners.
YOUR LICENSE TO USE
Following termination of this Agreement and the deactivation of your Neura Account, we may retain such Raw Data and User Insights for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law. Accordingly, note that the above license to your Raw Data continues even if you stop using the Services with the Neura-Enabled Products.
You are not required to provide us any feedback or suggestions regarding our Services (“Feedback”). However, if you do, we will own that Feedback and can use it or not use it in our sole discretion without payment, accreditation or other compensation to you. You hereby irrevocably assign, and will assign, to Neura any and all rights, title and interest you may have in and to such Feedback and agrees that we shall have the right to use such Feedback and related information in any manner we deem appropriate. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary to you or a third party.
The Services are integrated with third-party software and applications, and include third-party software that may be subject to the terms and conditions imposed by the licensors of that third-party software (“Third-Party Terms”). As a convenience, we may post links to such Third-Party Terms, but assume no responsibility for the accuracy, completeness or timeliness of such links. If there is a conﬂict between any Third-Party Terms and the terms of this Agreement, the Third-Party Terms shall prevail in connection with the related third-party software.
TERM AND TERMINATION
You shall hold Neura, its oﬃcers, directors, employees, licensors, assigns, partners and agents harmless from and against any and all liabilities, claims, actions, damages, obligations, losses, demands, costs and expenses, including, without limitation, reasonable legal and accounting fees, which Neura incurs arising from or related to your use of the Services or breach or alleged breach of this Agreement.
Children under the age of 13 are not permitted to access, use or connect any Device to our Service or grant any Permission for a Neura-Enabled Product.
OUR WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY LAW, STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE AND OUR SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE WEBSITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE WEBSITE OR SERVICES. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES, HARM, DAMAGE, OR LOSS TO YOU OR ANY THIRD PARTY, WHETHER WITHIN OR WITHOUT THE SCOPE OF THE WEBSITE’S OR SERVICES’ INTENDED OR CONVENTIONAL PURPOSE, THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS, OR IN CONNECTION WITH ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. YOUR USE OF THE WEBSITE AND SERVICES IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES, INCLUDING ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF RAW DATA OR USER INSIGHTS AND/OR USE OR MISUSE OF THE SERVICES AND NEURA TECHNOLOGY BY AN INTEGRATED APP. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE “NEURA PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES. YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL WE OR OUR AFFILIATES AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS, PARTNERS AND AGENTS, BE LIABLE FOR ANY LOSS OF MONEY, PROFITS, DATA, GOODWILL, OR REPUTATION, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE UNDER THIS AGREEMENT OR THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR SERVICES WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR LIABILITY UNDER THIS AGREEMENT, OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES, SHALL NOT IN ANY CIRCUMSTANCE EXCEED ONE HUNDRED DOLLARS (US$100). THE PARTIES AGREE THAT THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THE FOREGOING LIMIT, AND THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN SUCH CASES, THE LIABLITY OF THE NEURA PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
We are entitled to revise this Agreement at any time. We will notify you of any revisions with reasonable notice, at our sole discretion, through the Service, by e-mail, via text, an online service or otherwise, or using any combination of the foregoing. The revised version will be effective at the time we provide notice thereof unless it contains material changes. If we make material changes to this Agreement, such changes will be effective ten (10) days following our notice to you.
If you do not agree to the revised Agreement, you will not be bound by to the revisions if you cease all use of the Services prior to the revisions becoming effective.
The Services change frequently, and their form and functionality may change without prior notice to you. We may also impose limits on the Services or restrict your and/or Neura-Enabled Product’s access to part or all of the Services without notice or liability. We may also from time to time, as we see fit, develop and provide updates for the Services. This may include upgrades, modifications, bug fixes, patches, and other error corrections and/or new features (collectively, “Updates”). You expressly consent to such automatic Updates. Further, you agree that this Agreement (and any additional modifications of the same) will apply to any and all Updates to the Services. We have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of any of the Services.
All legal issues arising from or related to this Agreement shall be construed in accordance with and determined by the laws of the state of California, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or designated arbitrator, the invalidity of such provision shall not aﬀect the validity of the remaining provisions of this Agreement, which shall remain in full force and eﬀ No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Notice for California Users: Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at:
102 Persian Drive, Suite 203
Sunnyvale, CA 94089
+1 (408) 462-9355
This Agreement, and any rights and licenses granted, or obligations imposed, hereunder, may not be transferred, assigned, or delegated by you but may be transferred, assigned, or delegated by us, in whole or in part, without restriction or notiﬁcation. Except as contemplated herein, this Agreement does not give any third-party beneficiary rights.
You are subject to the “Arbitration” section below except in certain instances described therein. Please also read that section carefully and completely. If you are not subject to the “Arbitration” section below, you agree that you will resolve any claim you have with us relating to, arising out of, or in any way in connection with this Agreement, and any and all related actions under any theory including negligence or other torts (each, a “Dispute,” and together, “Disputes”) and such Disputes, whether in court or arbitration, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conﬂict of laws rules. You irrevocably agree to submit to the personal and exclusive jurisdiction of the competent courts located in the county of Santa Clara, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.
The headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of the provisions of this Agreement. We shall not be liable for any alleged loss or damages resulting from failure to perform due to natural disasters, internet outages or other reasons beyond our reasonable control.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO OUR USERS. IT REQUIRES YOU TO SUBMIT TO BINDING INDIVIDUAL ARBITRATION OF ALL DISPUTES WITH US, EXCEPT FOR THOSE THAT INVOLVE INTELLECTUAL PROPERTY DISPUTES AND EXCEPT THOSE THAT CAN BE BROUGHT IN SMALL CLAIMS COURT. THIS MEANS YOU ARE WAIVING ANY RIGHT TO HAVE SUCH DISPUTES RESOLVED IN COURT BY A JUDGE OR JURY. THIS SECTION ALSO LIMITS THE TIME YOU HAVE TO START AN ARBITRATION OR, IF PERMISSIBLE, A COURT ACTION. FINALLY, THIS SECTION WAIVES YOUR RIGHT TO HAVE SUCH DISPUTE HEARD AND RESOLVED AS A CLASS ACTION, CLASS ARBITRATION, OR A REPRESENTATIVE ACTION.
“Excluded Dispute” means any Dispute relating to the enforcement or infringement of your or our Intellectual Property Rights (such as copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents). For clarity and notwithstanding the foregoing, those Disputes relating to, arising out of, or in any way in connected with your rights of privacy and publicity are not Excluded Disputes.
The United States Federal Arbitration Act governs the interpretation and enforcement of this Section 14, including any question whether a Dispute between us and you are subject to arbitration.
Both parties agree to waive the right to a trial by judge or jury for all Disputes, except for the Excluded Disputes. Both parties agree that all Disputes (except for the Excluded Disputes), including those relating to, arising out of, or in any way in connection with your rights of privacy and publicity, will be resolved through final and binding arbitration. Both parties agree not to combine a Dispute that is subject to arbitration under this Agreement with a Dispute that is not eligible for arbitration under this Agreement.
The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time the arbitration is started, including the Optional Rules for Emergency Measures of Protection and the Supplementary Procedures for Consumer-Related Disputes (together, the “AAA Rules”). The arbitration will be presided over by a single arbitrator selected in accordance with the AAA Rules. The AAA Rules, information regarding initiating a Dispute, and a description of the arbitration process are available at www.adr.org. The arbitrator will decide whether a Dispute can be arbitrated. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA Rules. Notwithstanding the AAA Rules, we will reimburse you for all the AAA administrative fees in Disputes that are subject to the Supplementary Procedures for Consumer-Related Disputes, unless the arbitrator determines that a Dispute was filed for purposes of harassment or is patently frivolous.
You may opt out of this agreement to arbitrate. If you do so, neither party can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing postmarked within thirty (30) days of the later of: (i) the date that you first accepted this Agreement; and (ii) the date you became subject to this arbitration provision. You must use this address to opt-out:
102 Persian Drive, Suite 203
Sunnyvale, CA 94089
You must include: (1) your name and residence address; (2) the mobile phone number associated with your Neura Account; and (3) a clear statement that you want to opt out of this Agreement’s requirement to arbitrate.
As an alternative to arbitration, if permitted by your local “small claims” court’s rules, you may bring a Dispute in his/her local “small claims” court, as long as the matter advances on an individual (non-class) basis.
Both parties agree that for any Dispute (except for the Excluded Disputes) we and you must commence an arbitration proceeding within one (1) year after the Dispute first arose; otherwise, such Dispute is permanently barred. This means that if we or you do not commence an arbitration within one (1) year after the Dispute first arose, then the arbitration will be dismissed because it was started too late.
Both parties may bring Disputes against the other only on our or your own behalf, and not on behalf of any other person or entity, or any class of people. Both parties agree not to participate in a class action, a class-wide arbitration, Disputes brought in a private attorney general or representative capacity, or consolidated Disputes involving any other person or entity in connection with any Dispute.
If the prohibition against class actions and other Disputes brought on behalf of third parties is found to be unenforceable for a Dispute, then all of the provisions above under the caption “Arbitration” will be null and void as to that Dispute.
If you opt out of the agreement to arbitrate, if your Dispute is an Excluded Dispute, or if the arbitration agreement is found to be unenforceable, you agree to be subject to the provisions regarding Dispute resolution set forth in Section 13.6 above.
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