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.
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.
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.
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.
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.
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.
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.
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