Developer Terms and Conditions

Updated 10.01.2017

Welcome to Neura! We truly hope you’ll enjoy the value Neura delivers to your products and customers. Neura enables third-party developers that have integrated our technology via our software development kit (“SDK”) into their products (“Neura-Enabled Product(s)”) to deliver a personalized experience and functionality to their end-users based on the respective end-user’s behavior, habits and activity. Activating the Neura services within a Neura-Enabled Product, enables Neura to collect information about the end-users of that Neura-Enabled Product (collectively, “Raw Data”) through one or more of the User’s devices (primarily, but not limited to a mobile phone, each a “Device”). Neura processes and analyzes the Raw Data through our proprietary system and data algorithms to turn it into meaningful knowledge (collectively, “User Insights”) and then makes certain portions of the User Insights (e.g., behavioral insights), for which a Neura-Enabled Product has subscribed and the respective User has given permission (“Permission”) ,if required according to the type of User Insights as described in our product guidelines available to the respective Neura-Enabled Product so it can personalize its functionality to that User (our actions collectively, including providing our SDK, User Insights and website, our “Services”).

 

PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE NEURA SERVICES.

SUMMMARY

These Developer Terms and Conditions (“Agreement”) create a legal agreement between the Neura-Enabled Product developer (“Developer”, “you” or “your”) and Neura, Inc. located at 102 Persian Drive, Suite 203, Sunnyvale, CA 94089 USA (“Neura”, “we”, “us” or “our”).  If you are using our SDK and/or Services on behalf of an organization (e.g., a company or other business entity), the individual person accepting this Agreement represents and warrants that he/she is authorized to bind such organization to this Agreement and in which case references to “Developer” or “you” in this Agreement means the organization where applicable.  Before you may download, integrate or otherwise access our SDK, you will have the opportunity to review and accept this Agreement. By clicking the “I Accept” button, checking the “I Agree” box or similar mechanism, you agree to be bound by the terms of this Agreement which includes our Privacy Policy, additional terms explicitly incorporated herein by reference, and any additional terms disclosed and agreed to by you if you upgrade your account tier or accept additional features or products that we offer as part of the Services, each of which is incorporated by reference into this Agreement. This Agreement shall apply to the Neura SDK, User Insights and Services with respect to any and all of your Neura-Enabled Products. If you do not accept and agree to be bound by the terms of this Agreement, you may not download, integrate or otherwise access our SDK or use the Neura Services. For any questions, please contact us at support@theneura.com.

 

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 17 CAREFULLY.

SCOPE OF SDK LICENSE AND SERVICES

  • Upon acceptance of this Agreement, you will be able to activate your Neura Developer account wherein you can download our SDK, select your account tier, subscribe to the categories of User Insights you wish to receive, designate your contact personnel, and communicate with Neura’s customer service team, among other things (“Developer Account”). Trial Developer Accounts are free of charge and automatically expire after three (3) months, unless Neura has agreed to extend your trial Developer Account or has posted another duration for trial accounts at the time you enter into this Agreement, in which case your trial Developer Account will automatically expire at the end of the applicable duration. Neura also offers fee-based Developer Accounts. You may upgrade from a trial Developer Account to any fee-based Developer Account at any time. The duration, features and limitations of each Developer Account type are posted on our website at https://www.theneura.com/pricing/. If you have any questions about which Developer Account type would best suit your needs, you may contact our customer service team at Support@theneura.com.
  • Subject to the terms and conditions of this Agreement and unless otherwise agreed, such as with respect to additional products, features or services for which you may be required to accept additional terms before receiving access thereto, Neura hereby grants to you a non-exclusive, non-assignable (except as expressly provided for herein to a successor-in-interest), non-transferable, worldwide limited license for the duration of this Agreement to access and use the SDK, Services and any other products or materials Neura provides or makes available to you, and to use the User Insights provided to you by Neura for which you have subscribed and subject to requirement as detailed in https://dev.theneura.com/docs/guideline/ the respective User has given Permission, for their ordinary and intended purposes in conformance with any restrictions applicable to your selected Developer Account tier (e.g., limitation on number of Users) as necessary for your development and operation of one or more Neura-Enabled Products and their interaction with the respective User, including but not limited to (i) combining the User Insights with any other data to which you may have access and (ii) using the User Insights to enhance the respective User’s experience with your Neura-Enabled Product, provided that you may not modify the SDK itself, only utilize the SDK to modify your Neura-Enabled Product (collectively, “Developer License“). The Developer License is subject to any branding or messaging guidelines for Neura-Enabled Products that Neura posts at https://dev.theneura.com/docs/guideline/ or otherwise provides to you. The Developer License includes certain source code that Neura publicly releases with respect to the SDK, but otherwise does not entitle you to access or use of any other Neura source code.  Developer acknowledges and agrees that Developer’s use of the Developer License is in context of Developer’s business enterprise and is not applicable nor licensed for the personal, family or household use of Developer itself. The Developer License shall remain in force unless and until this Agreement expires or is terminated in accordance with Section 9 (Term and Termination) or except to the extent your Developer Account may be suspended as provided for herein. Upon Notwithstanding the above restrictions on assignments and transfers, and upon notice to Neura, you may sublicense the Developer License to one or more subcontractors to the extent such subcontractor is acting on behalf of or for the benefit of you, is subject to terms at least as protective of Neura’s rights as provided for herein, and you at all times shall be responsible and liable for the action and inactions of your subcontractors as if they were your own.
  • A User may request Neura and/or you to delete its User Insights, and you shall provide a reasonable mechanism for Users to make such request to you and shall promptly comply with such request at no cost to the User. If a User is required to activate the Neura Services and does not activate them within your Neura-Enabled Product, does not grant Permission to the processing and analyzing of its User Insights to which you have subscribed (as further set forth in Section 7.1), requests Neura to delete its User Insights and/or closes its Neura account, Neura will not be able to provide you with such User Insights. You are not entitled to receive Raw Data with respect to any User. You shall establish an information security program with respect to the Neura User Insights which: (i) ensures the security and confidentiality of the Neura User Insights; (ii) protects against any anticipated threats or hazards to the security or integrity of the Neura User Insights, and (iii) protects against any unauthorized use of or access to such Neura User Insights. You shall also establish and maintain network and internet security procedures, protocols, security gateways and firewalls with respect to Neura User Insights. All of the foregoing shall be consistent with and be no less rigorous than those safeguards and procedures maintained by you for your own data and information of a similar nature.
  • Except for any license granted herein, Neura retains all right, title and interest in and to the SDK, Services, User Insights, Neura website and any other material Neura provides or makes available to you (collectively, the “Neura Property”), all intellectual property rights therein, and nothing in this Agreement will restrict, impair, transfer, convey or otherwise alter or deprive us of any of our rights or proprietary interests in and to the same.  As between you and Neura, you retain any right, title and interest you may have in and to your Neura-Enabled Product, subject to Neura’s continuing ownership of the Neura Property.
  • The SDK, Services, User Insights and any other information or material Neura provides to you shall be deemed accepted upon Neura’s making the same available to you by physical or electronic delivery or download or otherwise.  You may notify Neura of any perceived deficiency therein, and Neura may, but is not obligated to, provide an error correction or work-around for the same.
  • 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 computers, devices, networks or other ancillary technology you connect to or utilize with the Services.
  • Developer acknowledges it is a professional technology entity familiar with SDKs.  Unless otherwise expressly agreed by Neura, Neura may, but is not obligated to, respond to technical questions.
  • Developer warrants that it has obtained any necessary authorization, consents, and other permissions that may be required under applicable law to enable Neura SDK to function as intended, prior to using Neura Services.

MINIMUM AGE REQUIREMENTS

You represent that the individual accepting this Agreement is at least eighteen (18) years of age and that there is no legal reason why you should be prevented or restricted from using the SDK or Services.

YOUR NUERA DEVELOPER ACCOUNT

  • 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; and (ii) 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 authorize as many individual employees and/or contractors (“Developer Personnel”) as provided for in your then-current Developer Account tier, and if no number is specified then unlimited Developer Personnel shall be the default, to access and use the SDK, Services and/or User Insights as provided for herein. You are at all times solely responsible for your Developer Personnel’s understanding of and adherence to the terms of this Agreement.
  • You may be required to create login credentials (“Credentials”) for your Neura Developer Account. You are responsible for maintaining the confidentiality of your Credentials and Neura Developer Account, and you are fully responsible for all activities that occur under such Credentials or Neura Developer Account.  You agree to notify us immediately of any unauthorized use of your Credentials or Neura Developer 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.
  • By registering for a Neura Developer Account, you agree to: (i) provide true, accurate, current and complete information as part of the Neura registration process and (ii) maintain and promptly update its information to keep it true, accurate, current and complete.
  • We reserve the right to change, suspend, remove or deactivate any trial Developer Account and/or any of its Users’ or Developer Personnel’s access to or use of the Services at any time without notice for any or no reason, including but not limited to a User’s breach of its agreement with Neura, which may disrupt your use of the Services and/or the affected User Insights.  In no event shall we be liable for the change, suspension, removal or deactivation of, or for imposing limits on, access to or use of the Services by trial Developer Account holders or their Users or Developer Personnel.
  • Fee-based Developer Accounts will be deactivated upon the expiration or termination of this Agreement as set forth in Section 9 (Term and Termination).  Additionally, we retain the right, in lieu of or in addition to any other remedies available to us, to suspend your Neura Developer Account at any time we would otherwise have the right to terminate this Agreement, in which case we will notify you by reasonable means available to us such as through the Services or by email via your contact information associated with your Developer Account. If we suspend your Neura Developer Account, or terminate this Agreement due to your breach hereof, you will not be able to create another Neura Developer Account without our permission. If your Neura Developer Account is suspended or deactivated, the Neura Services will no longer work with your Neura-Enabled Products.

RESTRICTIONS

  • You shall not use the Neura Services or your Neura Developer Account to interfere with or disrupt the Neura Services or any servers or networks connected to the Neura servers, or to interfere with a 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 Users’ Neura accounts or personally identifiable information through password mining or any other means.
  • You may not use the Services in excess of any limitations established for your Developer Account type (e.g., number of API calls in one day; see https://www.theneura.com/pricing/)
  • You may not use the Services to retrieve Neura User passwords. You may not solicit or obtain data beyond the data necessary for the functioning of your Neura-Enabled Product.
  • You may not use the SDK or Services to create any application that is intended to or does replace the Neura Services or direct Neura Users away from the Neura Services.
  • Except as permitted by applicable law, you agree not to disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of any part of the Neura SDK or Services.
  • You represent and warrant that you will connect to the Neura Services and utilize the User Insights only through computers, networks and other ancillary technology that you own or are authorized to use for such purposes.
  • Except as expressly authorized in this Agreement, you shall not license, sublicense, sell, resell, rent, or transfer the SDK or User Insights to any third party.
  • You may not connect the Neura Service for children under 13 years of age. 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.
  • Your failure to comply with the restrictions in this Section 4 (Restrictions) 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 disabling access to the SDK, Services, User Insights or other Neura Property by any individual Developer Personnel who has failed to comply with such restrictions.
    • Initiate 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.
    • Disclose such information to law enforcement authorities as Neura reasonably believes is required or appropriate.

PAYMENT

  • Neura does not charge you a fee for a trial Developer Account.
  • Neura does not charge the User a fee for the Neura Services within a Neura-Enabled Product.  Any fees charged by you to a User with respect to the Neura Services within a Neura-Enabled Product are subject to your agreement with the respective User, and you are solely responsible for the same.
  • For fee-based Developer Accounts, Neura will invoice you on a calendar monthly basis in arrears the per User fee and any other costs listed on our then-current pricing page as posted at https://www.theneura.com/pricing/, or as otherwise agreed between you and Neura, with respect to each User who has the Neura Services activated for any of your Neura-Enabled Products for any portion of such month. For the sake of clarity, the per User fee is calculated with respect to the number of individual User who has Neura Services activated within a particular Neura-Enabled Product, not the number of Permissions the User grants or the number of User Insights you have subscribed to with respect to how many User Insights a single Neura-Enabled Product may receive. If the User grants Permission for your Neura-Enabled Product, if required, or you have subscribed to receive four (4) User Insights components (e.g., when User awakes, leaves home, returns home, goes to bed), you will only be invoiced one per User fee with respect to that User. However, if you have two (2) Neura-Enabled Products, and an individual User has the Neura Services activated with respect to both, you would be invoiced for two (2) per User fees for that User.
  • With respect to any fees owed by you to Neura under this Agreement, payment shall be due thirty (30) days after the date of Neura’s invoice. If you fail to remit any payment when due, interest shall accrue at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is lower, from the original due date until paid.  Performance of Services will at all times be subject to the approval of Neura’s credit department and Neura may at any time decline to render Services or deliver User Insights except upon receipt of payment or upon terms and conditions or security satisfactory to Neura. All taxes and duties attributable to this Agreement (except taxes relating to Neura’s income) including but not limited to sales, use, value-added, excise, franchise or any other tax assessed by local, state or federal authorities, shall be borne by you. You shall reimburse Neura for any such taxes and duties paid by Neura, which may be included as a line item in your invoice. No refunds shall be available with respect to any amounts already paid to Neura. All fees shall be paid in U.S. dollars. Fees may be paid by credit card, bank wire, or check from a U.S. bank.

INTELLECTUAL PROPERTY AND TRADEMARK RIGHTS

  • The SDK, Services and User Insights 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 same, 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 SDK, Services and User Insights.  “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, are owned by us and/or our licensors and may be protected by applicable trademark, copyright or other intellectual property laws and treaties. All other trademarks, service marks, and logos used on the Services are the trademarks, service marks, or logos of their respective owners.
  • Subject to the terms and conditions of this Agreement, including any branding or messaging guidelines for Neura-Enabled Products that Neura posts at https://dev.theneura.com/docs/guideline or otherwise provides to you, each party hereby grants to the other party a non-exclusive, royalty-free, personal, non-assignable (except as expressly provided for herein to a successor-in-interest), non-transferable, worldwide license for the duration of this Agreement to use such party’s business name (i.e., “Neura” and the business name identified on your Developer Account registration) and any logo, design or other business name such party provides to the other party (collectively, “Trademarks”) solely to (i) identify that you are an authorized licensee of the Neura SDK and that your Neura-Enabled Products are designed to interact with the Neura Services, provided that you may not state or imply that Neura endorses or tests your Neura-Enabled Products, and (ii) provide a link to the other party’s website.  As a non-exhaustive example of permitted usage, you may reproduce Neura’s Trademarks in your Neura-Enabled Product and marketing materials therefor, and Neura may reproduce your Trademarks in its marketing and investor relations materials, including on both parties’ websites. Each party agrees to maintain the quality of its products and services, and any modifications thereto, at a level that is at least commensurate with the quality of such party’s products and services as of the effective date of this Agreement. Each party shall maintain the other party’s Trademarks exactly as provided by the owner thereof and no party shall make any alteration of another party’s Trademarks. Each party shall supply the other party with suitable specimens of its use of the other party’s Trademark(s) upon reasonable notice, and shall remedy any deficiencies in its use of any of the Trademark(s) within thirty (30) days’ notice from the other party. Except as prohibited by law, each party agrees that it will do nothing inconsistent with the other party’s ownership of the Trademark(s). Each party agrees that its use of the other party’s Trademark(s) shall inure to the benefit of and be on behalf of the other party. Any goodwill arising out of a party’s use of the other party’s Trademark(s) shall inure solely to the benefit of the owner of such Trademark(s). A party may revoke the Trademark license granted in this subsection, without terminating this Agreement as a whole, by providing notice of revocation to the other party if the other party has breached a material term of this subsection and failed to cure such breach within thirty (30) calendar days of the Trademark owner’s notice reasonably detailing such breach.
  • User Permission. To enable Neura to collect the Raw Data, access a User’s Device and provide you with User Insights, the User’s Permission must be obtained. You can choose to obtain such Permission in one of the following ways:
    • Opt -in. Neura will obtain the User’s Permission by requiring the user to actively enable Neura in their Neura-Enabled Product. The User will sign in to the Neura-Enabled Product using a one-time code contained in a SMS message sent by Neura only after the applicable User has agreed to the terms set forth in the EULA and Privacy Policy.
    • Acceptance of legal documents provided by you.  When downloading a Neura-Enabled Product the User shall agree to the terms set forth in your EULA and Privacy Policy, which shall include acceptance of our EULA, and Privacy Policy, referenced therein.

DATA AND FEEBACK

  • In most cases, Neura collects Raw Data from a User’s mobile phone. However, if another one of the User’s Devices consists of, or is a component of, your Neura-Enabled Product, you hereby agree that Neura may, and authorize Neura to, collect and combine Raw Data from such Device with the Raw Data that Neura collects from the User’s other Devices and utilize the same to provide the Neura Services and User Insights with respect to your Neura-Enabled Products, including those owned or operated by third-parties.
  • As between Neura and the User, Raw Data belongs to the respective User, and Neura collects the Raw Data from the User. However, to the extent you may provide us with Raw Data, you are solely responsible for it and the consequences of sending or providing it to us. You agree to indemnify and hold Neura and its officers, directors, employees, licensors, assigns, partners and agents harmless, and expressly release us, from any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to legal and accounting fees) arising from any Raw Data you provide to us.  You retain all ownership rights you may have in the Raw Data you provide to us.  When you provide Raw Data to us or permit us to collect it through one or more Neura-Enabled Product Devices, you thereby grant, and agree to grant to Neura, subject to our Privacy Policy, a non-exclusive, irrevocable, perpetual, royalty-free, freely transferable, sublicensable (through multiple tiers of sublicenses), worldwide right and license to store, reproduce, display (publicly or otherwise), perform (publicly or otherwise), distribute, modify, create derivative works of, and otherwise use and exploit such Raw Data in connection with any and all Services for the limited purposes of allowing Neura to operate the Services in accordance with their functionality, improve the Services, develop new Services, and to allow you and other Neura-Enabled Products to use the Services in accordance with their intended function, including but not limited to generating and providing User Insights to any Neura-Enabled Product and sublicensing to such Neura-Enabled Product the right (i) to combine the User Insights with any other data to which such Neura-Enabled Product may have access and (ii) to use the User Insights to enhance the User’s experience with the Neura-Enabled Product. You acknowledge and agree that: (a) we have the right to arrange the Raw Data and User Insights in any way we desire; and (b) you are not entitled to any compensation or other payment from us in connection with the use of the Raw Data and/or User Insights. Notwithstanding the above, we will not make use of any of Raw Data you provide us in a manner that is inconsistent with our Privacy Policy. We reserve the right, but do not have the obligation, to review and remove from the Services any Raw Data and/or User Insights for any reason and at any time, including Raw Data that we believe violates this Agreement and/or our policies.
  • Following termination or expiration of this Agreement and the deactivation of your Neura Developer Account, we may, but are not obligated to, retain such Raw Data and User Insights. Accordingly, note that the above license to Raw Data that you provide us continues even if you stop using the Services.
  • You are solely responsible for backing up any User Insights or other information exchanged between Neura and you. Neura may, but is not obligated to, retain such information.  Although Neura utilizes commercially reasonable measures to protect such information, there are inherent security limitation on the Internet for which Neura shall not be liable.  Neura operates its Services through networks within and outside of the United States, including but not limited to Israel, and you expressly agree that any information exchanged between us and you may be hosted, stored and/or transferred among such jurisdictions.
  • You are not required to provide us any feedback or suggestions regarding our SDK, Services or User Insights (“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 agree 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.

THIRD PARTIES

  • The Neura Services function through Neura-Enabled Products (by definition, each a third-party product), which may allow you to interact with other third-party services or other third-party websites, apps, content, and other products and services that are not owned or controlled by us (“Third-Party Sites”).  We assume no responsibility for the content, privacy policies, or practices of any Third-Party Sites, including but not limited to the manner in which another Neura-Enabled Product utilizes the Neura Services, a Neura technology and/or User Insights.  We are not liable for any Raw Data you might collect outside of our Services, even if it is the same Raw Data that we collect.  You should read the terms of use and privacy policy of any Third-Party Site before engaging with them as the Third-Party Site’s own terms and privacy policies will govern your interaction with those services. You are solely responsible and liable for your use of and linking to Third-Party Sites, any content that you may post to a Third-Party Site, and your use of or importing content from such sites, and you expressly release us from any and all liability arising from any such activities.
  • For some Neura-Enabled products, Neura uses ©HERE location platform for location services. HERE materials are owned by HERE and Neura and Developer shall not in any way imply that Customer or any third party is the creator or source of origin of the HERE Location Platform or related services. If developer shows location data in the user interface, it shall display HERE’s copyright notices as specified in the HERE brand guidance.
  • 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”). You agree to abide by such 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.

TERMS AND TERMINATION

  • This Agreement is effective from the date you accept it until terminated by us or you or it automatically expires.
  • Trial Developer Accounts and this Agreement will automatically expire three (3) months after activation of your trial Developer Account, unless Neura has agreed to extend your trial Developer Account or has posted another duration for trial accounts at the time you enter into this Agreement, in which case your trial Developer Account and this Agreement will automatically expire at the end of the applicable duration, and unless prior to expiration, you upgrade your trial account to a fee-based Developer Account. With respect to trial Developer Accounts, we reserve the right, at any time without notice, to: (i) discontinue or modify any aspect of the SDK and/or Services; and/or (ii) terminate this Agreement, your Neura trial Developer Account and/or your use of the Services with or without cause, and shall not be liable to you or any third party for any of the foregoing.  If you object to any term or condition of this Agreement including the Privacy Policy, or any subsequent modifications thereto, or become dissatisfied with the Services in any way, your only recourse as a trial Developer Account holder is to immediately discontinue use of the Services.
  • Fee-based Developer Accounts and this Agreement will continue for the duration associated with the applicable Developer Account tier, typically one (1) year for fee-based Developer Accounts unless Neura has agreed to an alternative duration of your Developer Account or has posted another duration for your Developer Account tier at the time you enter into this Agreement, (“Initial Term”). Upon the expiration of the Initial Term, your Developer Account and this Agreement shall automatically renew for successive renewal terms of equal duration (each, a “Renewal Term”), unless you notify us at least 45 (forty-five) days in advance of such renewal that you do not wish to renew your Developer Account, in which event this Agreement shall expire at the end of the then-current Initial Term or Renewal Term.  You may provide such notice through your Neura Developer Account or by emailing us at support@theneura.com.
  • Either party may terminate this Agreement upon notice for the other party’s breach that remains uncured thirty (30) days following the party’s notice reasonable detailing such breach, provided that with respect to your violation or infringement of Neura’s Intellectual Property Rights, your breach of any confidentiality obligation herein or your failure to comply with a restriction in Section 4 (Restrictions), no such cure period shall apply and Neura shall have the right to terminate this Agreement immediately upon notice.  Either party may terminate this Agreement upon notice if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any similar proceeding relating to insolvency, receivership or reorganization and if such petition or proceeding is not dismissed within sixty (60) calendar days of filing.  If such proceeding is involuntary and is contested in good faith, this Agreement shall terminate only after the passage of one hundred twenty (120) calendar days without the dismissal of such proceeding.  You may terminate this Agreement upon notice in response to Neura’s notice of substantive reduction in performance or functionality as set forth in Section 15.3.  Either party may terminate this Agreement upon notice to the extent such party ceases its business operations to which this Agreement relates.  Either party may terminate this Agreement upon 45 (forty-five) days’ notice in advance of any Renewal Term, which termination shall be effective upon the end of the then-current Initial Term or Renewal Term.  For unpaid trial Developer Accounts, closing your trial Developer Account will serve as your notice of termination of this Agreement. For fee-based Developer Accounts, you must provide notice of termination according to Section 16.9.
  • If an injunction prevents the use of the SDK or Services, or in the event Neura reasonably believes that the granting of such injunction is likely, Neura may, at its option and expense and your sole and exclusive remedy, either:  (i) substitute a non-infringing equivalent; (ii) modify the affected item so that it no longer infringes but remains functionally equivalent; (iii) obtain for you the right to continue use of the item; or (iv) if none of the foregoing is commercially practicable in Neura’s sole discretion, terminate this Agreement upon notice.
  • Upon expiration or termination of this Agreement, you shall cease all use of the SDK, Services, User Insights and Neura Trademarks and your Neura Developer Account shall be deactivated. In addition to any payments that accrue prior to the effective date of termination of this Agreement, Sections 1.4, 6.1, 6.2, 7, 8.1, 9, 10, 11, 12, 13, 14, 16, 17 and 18 shall survive termination or expiration of this Agreement.  You shall return, destroy, disable and/or remove, at your own expense, any Neura Property within your or Developer Personnel’s possession, custody or control within thirty (30) calendar days of this Agreement’s termination or expiration, and Neura shall have the right to disable remotely the Neura Property or access thereto.

INDEMNITY

You shall indemnify and 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 Neura-Enabled Product (including but not limited to claims that your Neura-Enabled Product, or any portion thereof other than the Neura Property as made available by Neura to you, infringes, misappropriates, or violates any third party’s copyright, trade secret, trademark or other proprietary or privacy right or other law), your use or misuse of the SDK, Services or User Insights, or your breach or alleged breach of this Agreement.

PRIVACY

  • We will use any personally identifiable information that we may collect or obtain in connection with the Services in accordance with our Privacy Policy and you expressly consent that we may do so. Our Privacy Policy is incorporated into this Agreement by this reference, and you agree that your use and disclosure of any personally identifiable information you receive from Neura, including but not limited to the User Insights, will at a minimum comply with the provisions set forth in Neura’s Privacy Policy, that you will have in place, prior to User Insights retrieval, a Privacy Policy commensurate with the Neura Privacy Policy, including its requirements for User notice and limits on use of User Insights.  Please also be aware that certain personally identifiable information and other information provided or imported by you, in connection with your use of the Services, may be stored in your Neura Developer Account or on our servers in accordance with our Privacy Policy.  You are solely responsible for maintaining the security of any computer, network, device or other ancillary technology you use to access or use the SDK, Services or User Insights from unauthorized access and use.
  • No one under 13 years of age is permitted to access, use or connect any Device to our Service or grant any Permission for a Neura-Enabled Product.
  • Developer hereby agrees that Developer shall; (i) comply with all applicable laws and regulations relating to personal information, including without limitation its collection, transfer, storage, use and destruction; and (ii) not circumvent any privacy features (e.g., an opt-out) that are part of the Neura Services. Developer shall also notify its end-users about the use of the Neura SDK in its product according to  https://dev.theneura.com/docs/guideline/.
  • Developer hereby warrants that as further set out in Section 7 above (User Permission), it shall obtain all necessary Permissions under any applicable law from each User to access the User’s Device and to collect the Raw Data and/or any other personal information from such User and to make use of such Raw Data or any other information pursuant to this Agreement and you agree to indemnify and hold Neura and its officers, directors, employees, licensors, assigns, partners and agents harmless, and expressly release us, from any and all claims, damages, or expenses (including but not limited to legal and accounting fees) arising from a claim from any User as a result of your non-compliance with this Section12.4.

CONFIDENTIALITY

  • Confidential Information” means information that Neura provides or makes available to you hereunder which, if in written form, is marked “confidential” or with a similar legend before being furnished, or if disclosed orally or visually is identified as such prior to disclosure and confirmed in writing within thirty (30) days of disclosure, or which a reasonable person familiar with the relevant industry should understand to be confidential.  Without limiting the generality of the foregoing, Confidential Information shall include Neura’s SDK, source code, User Insights, product plans, designs, schematics, development know-how, trade secrets, techniques, processes, procedures, algorithms, formulae, costs, prices, finances, marketing plans, business opportunities, research, contracts and customer lists, whether or not designated as confidential information upon disclosure.  Confidential Information may include information of a third party that is in Neura’s possession and is disclosed to you under this Agreement.  Confidential Information shall not, however, include any information that (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by Neura to you; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by Neura to you through no wrongful action or inaction by you; (iii) is in your rightful possession without confidentiality obligations at the time of disclosure by Neura to you as shown by your then-contemporaneous written files and records kept in the ordinary course of business; (iv) is obtained by you from a third party without an accompanying duty of confidentiality without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by you without use of or reference to Neura’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.
  • You agree to exercise at least the same degree of care to safeguard Neura’s Confidential Information as you would exercise to safeguard the confidentiality of your own Confidential Information, but not less than reasonable care.  You agree not to (i) disclose to any third party (other than permitted Developer Personnel) any Neura Confidential Information without Neura’s prior written consent or (ii) use Neura’s Confidential Information for any purpose not specified in this Agreement.  You agree that all Developer Personnel having access to Neura’s Confidential Information under this Agreement will abide by the obligations set forth in this Section 12 (Confidentiality) pursuant to a written confidentiality agreement or as a condition of their employment or engagement and have a bona fide need to know such Confidential Information.  You agree to notify Neura promptly of any unauthorized disclosure of Neura’s Confidential Information and to assist Neura in remedying any such unauthorized disclosure.  You may disclose Neura’s Confidential Information pursuant to a requirement of a governmental agency or law so long as you provide Neura with notice, if legally permissible, of such required disclosure prior to any such disclosure and you use best efforts to prevent the disclosure, or if disclosed, the Confidential Information is disclosed only to the extent required and for the limited purpose specified and otherwise retains its confidential status for all other purposes.  The obligations of confidentiality and restricted use set forth in this Section 12 (Confidentiality) shall survive the termination or expiration of this Agreement.  In case of conflict between this Section 12 (Confidentiality) and any other non-disclosure agreement you may have entered into with Neura, this Section 12 (Confidentiality) shall govern with respect to all matters pertaining to this Agreement.

WARRANTY DISCLAIMERS

OUR SDK, SERVICES, USER INSIGHTS, WEBSITE AND ANY OTHER NEURA PROPERTY 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 SDK, SERVICES, USER INSIGHTS, WEBSITE OR ANY OTHER NEURA PROPERTY WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THEY ARE FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT WE WILL CORRECT ANY ERRORS IN THE SAME.  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 OUTSIDE THE SCOPE OF THE SDK’S, SERVICES’, USER INSIGHTS’, WEBSITE’S OR OTHER NEURA PROPERTY’S 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 SDK, SERVICES, USER INSIGHTS, WEBSITE AND ANY OTHER NEURA PROPERTY 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 ANOTHER NEURA-ENABLED PRODUCT.  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 SDK, SERVICES, USER INSIGHTS, WEBSITE OR ANY OTHER NEURA PROPERTY 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 SDK, SERVICES, USER INSIGHTS, WEBSITE OR ANY OTHER NEURA PROPERTY, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNT PAID BY DEVELOPER TO NEURA HEREUNDER.  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.

VARIATIONS

  • Subject to any terms set forth in a custom Developer Account addendum, 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 your Developer Account, the Service, by e-mail, or using any combination of the foregoing or other reasonable means.  The revised version will be effective at the time we provide notice thereof unless it contains a material change.  If we make a material change to this Agreement, such change will be effective thirty (30) days following our notice to you or upon your renewal of your Developer Account, whichever is later.
  • If you do not agree to the revised Agreement, you will not be bound by to the revisions if you close your Developer Account and cease all use of the SDK, Services and User Insights prior to the revisions becoming effective.
  • The SDK and Services may change frequently, and their form and functionality may change without prior notice to you, provided that Neura will provide you with notice of any substantive reduction in performance or functionality in which event you shall have the option to terminate this Agreement within thirty (30) days from such notice.   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 feature or functionality of any of the Services.

GENERAL

  • This Agreement, including any document incorporated by reference, constitutes the entire agreement between us in relation to your use of the Neura SDK, Services and User Insights, and supersedes all other representations.  No non-negotiated, template terms purported to be added by you to this Agreement shall be effective (e.g., terms attached to or on the back of your form purchase order) and are hereby rejected.  In case of conflict between these Developer Terms and Conditions and any document incorporated herein by reference, the terms of these Developer Terms of Conditions shall control, except in the limited circumstance where the parties have expressly identified by section number a term herein that they both agree to modify pursuant to a custom Developer Account addendum, in which event such modification shall apply with respect to that particular custom Developer Account addendum.
  • 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 effect.  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.
  • The parties acknowledge that Neura has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties.  The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
  • You shall not export or import, directly or indirectly, any products, technical data or software acquired or to be provided under this Agreement, or the direct product of any such technical data or software, to any country for which the United States or Israeli government or any agency thereof, or the government of any other jurisdiction to which the products, technical data or software may be shipped, at the time of export, requires an export or import license or other government approval, without first obtaining such license or approval.  With respect to any export transactions under this Agreement, both parties will cooperate, in any reasonable manner, to effect compliance with all applicable export, import and custom regulations.
  • If the SDK and Services are being acquired by the U.S. Government, the SDK and Services and related documentation are commercial computer software and commercial computer software documentation developed exclusively at private expense, and may be procured by the U.S. Government under Neura’s customary license and as specified in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4 and their successors, as applicable.
  • This Agreement, and any rights and licenses granted, or obligations imposed, hereunder, may not be transferred, assigned, or delegated by you in part, but may be assigned by you in whole, upon notice to Neura, to a successor-in-interest to all or substantially all of that portion of your business and assets related to your Neura-Enabled Products.  No other assignment or transfer by you shall be effective without Neura’s express written consent which Neura may grant or withhold it is sole discretion.  We may freely transfer, assign, or delegate this Agreement, in whole or in part, without restriction or notification, including but not limited to any subcontractor.  Subject to the foregoing, this Agreement shall otherwise be binding upon, and inure to the benefit of, the parties’ permitted successors, transferees and assigns.  Except as contemplated herein, this Agreement does not give any third-party beneficiary rights.
  • The parties under this Agreement are independent contractors, and neither is an employee, agent, partner or joint venturer of the other.  Nothing in this Agreement shall be construed to create a relationship of partnership, joint venture, employment, franchise, or agency between the parties.  Neither party shall have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
  • All notices required or permitted under the Agreement will be in writing and will be deemed given: (i) when delivered personally; (ii) when sent by confirmed e-mail; (iii) ten (10) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (iv) one (1) calendar day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt; or (v) immediately upon an electronic communication method transmitted through your Neura Developer Account.
  • 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. The original of this Agreement has been written in English and the governing language shall be English.  The use of the singular includes the plural and vice versa, as the context may require.  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.

ARBITRATION

PLEASE READ THIS SECTION CAREFULLY.  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 17 (Arbitration), 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 if applicable to the context (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 any 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:

Neura, Inc.

102 Persian Drive, Suite 203

Sunnyvale, CA 94089

  • You must include: (1) your name and principal place of business; (2) the phone number associated with your Neura Developer 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 your 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 16.10 above.

NEURA'S CONTACT INFORMATION

Any questions, complaints or claims with respect to the Neura Services or should be directed to:

Neura, Inc.
102 Persian Drive, Suite 203
Sunnyvale CA 94089
USA
Phone: +1.408.462.9355
Email: support@theneura.com