Terms of Service
“NeuralText,” “we,” “us,” and/or “our” refers to NeuralText, Inc.
“Services” refers to any and all products, including NeuralText™, and websites provided by us.
“Software” refers to source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.
“Customer” refers to you, the person or entity, or anyone acting on your behalf, using our Services and/or Software.
“Agreement” refers to this Terms of Service.
2. Acceptance of terms
By using the Services, Customer agrees to all terms described below.
3. Services and support
Subject to the other terms described in this Agreement, NeuralText™ will use commercially reasonable efforts to provide Customer the Services, including reasonable technical support services via email.
NeuralText™ is not responsible for problems caused by Customer, anyone acting on Customer’s behalf, or by events outside NeuralText’s reasonable control.
As part of the registration process for the Services, Customer will identify an administrative username and password for Customer’s NeuralText™ account.
NeuralText™ reserves the right to refuse registration, or cancel passwords, as it deems appropriate.
4. Restrictions and responsibilities
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the Software; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by NeuralText™ or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with NeuralText’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless NeuralText™ against any damages, losses, liabilities, settlements and expenses (including without limitation costs, expenses, and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although NeuralText™ has no obligation to monitor Customer’s use of the Services, NeuralText™ may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords, and files, and for all uses of the Customer account or the Equipment with or without Customer’s knowledge or consent.
5. Confidentiality; Proprietary rights
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of NeuralText™ includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to NeuralText™ to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. NeuralText™ shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support for the Services or Software, and (c) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, NeuralText™ shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services, Software, and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and NeuralText™ will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services, Software, and for other development, diagnostic and corrective purposes in connection with the Services, Software, and other NeuralText™ offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
No rights or licenses are granted except as expressly set forth herein.
6. Payment of fees
Customer will pay NeuralText™ the then applicable fees described in the plan level for the Services. If Customer’s use of the Services exceeds the Service Capacity set forth on the plan level or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. NeuralText™ reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial subscription period or the current renewal period as specified by the plan level, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that NeuralText has billed Customer incorrectly, Customer must contact NeuralText no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, to raise the issue of receiving an adjustment or credit. Inquiries should be directed to NeuralText’s customer support department.
NeuralText™ may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by NeuralText™ within thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services.
7. Term and termination
Subject to earlier termination as provided below, the Services are provided for the initial subscription period as specified in the plan level, and shall be automatically renewed for additional periods of the same duration as the initial subscription period, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate Services upon thirty (30) days’ notice (or, in NeuralText’s case, without notice in the case of nonpayment by Customer or other good cause), if the other party materially breaches any of the terms or conditions of this Agreement.
Upon any termination, NeuralText™ will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter NeuralText™ may, but is not obligated to, delete stored Customer Data.
Upon termination of Services, Customer will pay in full for the Services up to and including the last day on which the Services are provided.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8. Warranty and disclaimer
NeuralText™ shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled maintenance, either by NeuralText™ or by third-party providers, or because of other causes beyond NeuralText’s reasonable control, but NeuralText™ shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption to Services. However, NeuralText™ does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, Services are provided “as is” and NeuralText™ disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement of the rights of any other individuals or entities.
NeuralText™ will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by NeuralText™, (ii) made in whole or in part in accordance with Customer specifications or designs, (iii) that are modified after delivery by NeuralText™, (iv) combined with other products, processes or materials where the alleged infringement relates to any aspect of such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by NeuralText™ to be infringing, NeuralText™ may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder, corresponding Services and provide Customer a refund of any prepaid, unused fees for the Services.
10. Limitation of liability
Notwithstanding anything to the contrary, NeuralText™ and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond NeuralText’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to NeuralText™ for the Services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not NeuralText™ has been advised of the possibility of such damages.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with NeuralText’s prior written consent. NeuralText™ may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind NeuralText™ in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs, expenses, and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
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