Last Updated: January 2020
BY CREATING AN ACCOUNT OR USING THE NEUTON SERVICE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, AS THEY MAY BE AMENDED FROM TIME TO TIME. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE NEUTON SERVICE.
You agree to check these Terms periodically for new information and terms that govern your use of the Neuton Service. We reserve the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Neuton Platform (as defined below) and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. Your continued access to or use of the Neuton Service after the effective date of such modifications will constitute acceptance of the revised Terms.
You represent and warrant that you are (i) at least eighteen (18) years of age and (ii) otherwise recognized as being able to form legally binding contracts under applicable law.
1. Neuton Service
Neuton.AI provides advanced algorithms and tools for building, training and deploying prediction models (the “Models”) based on cutting-edge machine learning technology through a web interface (the “Neuton Platform” and together with the software applications developed, hosted and offered through the internet, the “Neuton Service”).
For Neuton Service that we offer to you at no cost (such as the “Freemium Services”), Neuton.AI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Neuton Service (or any part thereof). All updates or modifications to the Neuton Service shall be governed by these Terms. We may suspend or stop providing the Neuton Service to you if you do not comply with the Terms or if we are investigating suspected misconduct by you.
2. Neuton Service Limitations
Neuton.AI uses commercially reasonable efforts to make the Neuton Service available seven (7) days a week twenty-four (24) hours a day. However, Neuton.AI cannot not guarantee that the Neuton Service will be uninterrupted or available at all times, and interruptions may prevent your Models from being created, viewed or accessed. We will use commercially reasonable efforts to provide twenty-four (24) hour advance notice to you in the event of any scheduled downtime.
3. Account Setup
You are solely responsible for safeguarding the login and password that you use to access the Neuton Service. You further agree (a) not to provide your password to anyone who is not your agent, and (b) to ensure all individuals permitted to use your Account information are aware of and have agreed in writing to comply with these Terms.
You must be a human to set up an Account. Accounts registered by “bots” or other automated methods are not permitted. One person is not allowed to set up or maintain more than one Account without the prior written permission of Neuton.AI.
4. Right to Use the Neuton Service
Subject to these Terms and receipt of all applicable payments, Neuton.AI grants you a revocable, non-transferable, non-sublicensable, non-exclusive, limited right to access and use the Neuton Service for general commercial purposes in compliance with these Terms.
Except as expressly set forth in the preceding paragraph, we do not grant you any rights or licenses to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Neuton Service, ownership of which is retained by Neuton.AI.
You may use the Neuton Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. By using the Neuton Service, you agree not to engage or attempt to engage, and will not permit your users or any third parties to engage or attempt to engage, in any of the following prohibited activities: (a) altering, modifying, improving, reverse engineering, disassembling, or decompiling the Neuton Service; (b) interfering with the Neuton Service or trying to access it using a method other than the interface and the instructions that we provide; (c) using any automated systems, including “robots,” “spiders,” “offline readers,” etc., to access the Neuton Service; (d) reproducing, duplicating, or copying any portion of the Neuton Service; (e) using or accessing the Neuton Service without the express permission of Neuton.AI; (f) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Neuton Service; (g) taking any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (h) uploading or transmitting viruses, worms, harmful code, or other software agents through the Neuton Service; (i) using the Neuton Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (j) using the Neuton Service in any manner that interferes with or disrupts the integrity or performance of the Neuton Service and its components; (k) using the Neuton Service for any unlawful, unauthorized, invasive, infringing, defamatory, fraudulent, or obscene purpose; (l) using the Neuton Service in any way that violates these Terms.
You may not access or use the Neuton Service if you are a competitor or provide any services to a competitor of Neuton.AI, except with our prior written consent. You may not access or use the Neuton Service for the purposes of monitoring performance, availability, functionality, or for any benchmarking or competitive purposes.
If you, or a third party through your Account, violates any of the foregoing prohibitions, Neuton.AI may, in its sole discretion, immediately suspend or terminate your access to the Neuton Service without further liability or obligation to you. The foregoing does not in any way limit our right to suspend or terminate your access to the Neuton Service with or without notice for any reason.
Each User’s right to use the Neuton Service is specific to such User and, once granted to that User, may not be transferred or reassigned to any other User.
Your subscription for the Neuton Service through GCP Marketplace is governed by GCP Marketplace’s Terms of Services at: https://cloud.google.com/terms.
5. Neuton Service Data; Security & Privacy; Ownership
Neuton.AI will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security and confidentiality and integrity of Neuton Service Data (as defined below) transmitted through the Neuton Service. For purposes of these Terms, “Neuton Service Data” refers to electronic data, text, messages, communications or other materials submitted to and stored within the Neuton Service by you in connection with your use of the Neuton Service (such as the Models you create) which may also include, without limitation, “Personal Data”, which shall mean any information relating to an identified or identifiable natural person. This might be by reference to an identifier such as a name, ID number, location data or online identifier, or by factors specific to them, such as their physical, genetic, economic or social identity. Notwithstanding the foregoing, as between Neuton.AI and you, you are solely responsible for ensuring compliance with all applicable laws in connection with the collection and/or processing of Personal Data of your own users.
6. Neuton.AI Intellectual Property Rights
The Neuton Service is owned and operated by Neuton.AI. All components of the Neuton Service, including, without limitation the artwork, text, graphics, photographs, videos, sounds, visual interfaces, graphics, design, logos, trademarks, service marks, trade dress, content, compilation, algorithms, computer code, products, software, patents, know how, documents, and other material contained or presented on or through the Neuton Service, and any combination thereof (“Material”) are protected by copyright, trademarks, trade secrets, patents, and other intellectual property laws and other applicable laws worldwide. Any unauthorized use, reproduction or modification of the Neuton Service may violate such laws. Neuton.AI, its suppliers and licensors own all right, title and interest, including all copyright, trademark, trade secrets, patent, and other intellectual property rights in such Material. Use of the Material for any purpose not expressly permitted by these Terms is strictly prohibited.
7. Fees & Subscriptions
8. Privacy and Securityy
Neuton.AI cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
9. Third-Party Links
If you provide us with any feedback or suggestions regarding the Neuton Platform or the Neuton Service (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully utilize such Feedback and related information in any manner that we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary.
You agree that you are personally responsible for your use and behavior while using the Neuton Service. You agree to indemnify, defend and hold harmless Neuton.AI, its directors, officers, shareholders, personnel, subsidiaries, affiliated companies, franchisees, licensees, joint ventures, business partners, licensors, suppliers, employees, agents, and hosts of the Neuton Service and third-party information providers from and against all claims, liabilities, losses, expenses, injury or damage to persons or property, money damages and costs (including but not limited to direct, incidental, consequential, exemplary, and indirect damages), reasonable attorneys’ fees and costs of government inquiry or investigation, resulting from or arising out of your access, use, misuse, inability to use or interruption of the Neuton Service or any violation by you of these Terms or of applicable law.
12. Warranty Disclaimer
YOU USE THE NEUTON SERVICE AT YOUR OWN RISK. NEUTON SERVICE IS PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITH NO WARRANTY OF ANY KIND. NEUTON.AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NEUTON.AIS MAKES NO REPRESENTATION OR WARRANTY REGARDING COMPLETENESS, ACCURACY, CORRECTNESS, INTEGRITY, RELIABILITY, CURRENCY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY, OPERATION OR ANY OTHER ASPECT OF THE NEUTON SERVICE OR OF THE CONTENT PROVIDED ON, OR ACCESSIBLE FROM THE NEUTON SERVICE. NEUTON.AI DOES NOT WARRANT THAT OPERATION OF THE NEUTON SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, NEUTON.AI WILL HAVE NO OBLIGATION TO PROVIDE YOU WITH ANY SUPPORT OR MAINTENANCE IN CONNECTION WITH THE NEUTON SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEUTON.AI OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THESE TERMS OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE NEUTON SERVICE EVEN IF NEUTON.AI OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL NEUTON.AI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE LOWER OF (A) $10,000 OR (B) THE AMOUNT OF MONEY THAT YOU HAVE PAID TO Neuton.AI IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN NEUTON.AI AND RECEIVED THROUGH OR ADVERTISED ON OR THROUGH THE NEUTON SERVICE. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF NEUTON.AI’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY NEUTON.AI, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY NNEUTON.AI.
ANY CLAIMS OR DAMAGES THAT YOU MAY HAVE AGAINST NEUTON.AI SHALL ONLY BE ENFORCEABLE AGAINST NEUTON.AI AND NOT AGAINST ANY OTHER ENTITY OF NNEUTON.AI’S OR ANY ENTITY’S OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES OR AGENTS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
(a) Arbitration. Neuton.AI and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Neuton Service in any way, except for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. This agreement to arbitrate is intended to be broadly interpreted.
This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or Neuton.AI may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (I) WAIVING THE RIGHT TO A TRIAL BY JURY; (II) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (III) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES AGAINST THE OTHER. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
(b) Notice of Disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Neuton.AI should be sent to: Neuton.AI, Inc., Attn: Legal Department, 1735 N 1st St #102, San Jose, CA 95112. Neuton.AI will send notice to you at the email and/or mailing addresses associated with your Account. Your notice to Neuton.AI must (i) provide your name, mailing address, and email address; (ii) describe the dispute; and (iii) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 days after the notice is received, you or we may commence arbitration.
(c) Arbitration Procedures. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org.
(d) The arbitration will be held in Santa Clara County, California; (ii) in any other location to which you and Neuton.AI both agree; or (iii) for claims of $10,000 or less, you may choose whether the hearing takes place in person, via phone or video conference or solely on the basis of submission of documents to the arbitrator. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Neuton.AI and Neuton.AI Users. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.
(e) Costs of Arbitration. For any non-frivolous claim that does not exceed $75,000, Neuton.AI will pay for the relevant arbitration fees. For any claim that exceeds $75,000, the allocation of the arbitration fees will be governed by the AAA Rules (unless the law of your state requires Neuton.AI to pay all such fees).
(f) No Class Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST NEUTON.AI ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(g) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 15, you must notify Neuton.AI in writing within 30 days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Neuton.AI at the following address: Neuton.AI, Inc., Attn: Legal Department, 1735 N 1st St #102, San Jose, CA 95112. Subject to Section 15(h) below, if you do not notify Neuton.AI in accordance with this Section 15(g), you agree to be bound by the arbitration and class arbitration waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance.
(h) Such notification must include: (a) your name, (b) your Neuton.AI account email address, (c) your mailing address and (d) a statement that you do not wish to resolve disputes with Neuton.AI through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with Neuton.AI or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Neuton.AI.
(i) Future Changes to Arbitration Provision. If Neuton.AI makes any changes to the Dispute Resolution and Arbitration Section of these Terms (other than a change to the address at which Neuton.AI will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and Arbitration Section), you may reject any such change by sending us written notice within 30 days of the change to Neuton.AI, Inc., Attn: Legal Department, 1735 N 1st St #102, San Jose, CA 95112. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 15 within the first 30 days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 15, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
The provisions of this Section shall survive the termination of these Terms.
You may delete your Account at any time, for any reason, by following the instructions at the following link: https://cloud.google.com/support/docs/close-account. You will still be responsible for all Fees for any then-active Subscription Service through the end of its term.
If you breach any of the provisions of these Terms, Neuton.AI, in its sole discretion, may terminate your access to the Neuton Service, and any account that you may have with the Neuton Service. Neuton.AI may, in its sole discretion, at any time and without advance notice or liability, terminate or restrict your access to all or any component of the Neuton Service, even if access continues to be allowed to others. Upon such termination or suspension, you must immediately discontinue use of the Neuton Service. Accessing the Neuton Service after such termination, suspension, or discontinuation shall constitute an act of trespass. We will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your Neuton Service Data. All of the Neuton Service Data shall be deleted immediately after the termination or deletion of your Account.
Upon any termination of these Terms or deletion of your Account for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
16. General Provisions
(a) Assignment. These Terms, any part thereof or any rights or obligations hereunder may not be novated, assigned, outsourced or transferred by you without our advance written consent, but may be assigned by us without restriction or limitations. Any assignment or transfer in violation of the aforementioned provisions shall be deemed null and void. Subject to the forgoing, the provisions of these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
(b) Force Majeure. We shall not be liable for failing or delaying performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, use of third parties’ equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
(c) Governing Law. These Terms and all matters arising therefrom and any dispute arising between the parties in connection with these Terms shall be governed and construed in accordance with the laws of United States of America and State of California notwithstanding the conflict of law provisions thereof.
(d) Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Neuton Service.
(e) Electronic Notices. By using the Neuton Service, you consent to receiving electronic communications from Neuton.AI. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Neuton Service. These electronic communications are part of your relationship with Neuton.AI. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
(g) Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
(h) No Waiver.No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy; and will not be construed as a waiver of any subsequent breach or default under the same or any other provision of these Terms.
(i) Severability. All the provisions of these Terms are distinct and severable. If any provision of these Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, this shall not impair the operation of these Terms or affect the other provisions which are valid.
(j) Copyright/Trademark Information Copyright © 2020 Neuton.AI, INC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed through the Neuton Service are our property or the property of our suppliers or licensors. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
17. Contact Us
If you have any questions regarding these Terms, contact us at firstname.lastname@example.org.