2022 Terms & Conditions

neurothink Inc.

Machine Learning as a Service Terms of Use.

These Terms and Conditions (the “Terms and Conditions”), and any other policies or agreements incorporated herein by reference, between you (also referred to as a “Customer”) and neurothink, Inc. (“neurothink”) govern your access to, use of, and participation in any neurothink website, product, service, applications, and software, including the neurothink API and Machine Learning as a Service solution (collectively, the “Services”).

THE SERVICES

The neurothink Services provide a platform for the use, development, and commercialization of algorithms as well as for the automation of developer operations for Machine Learning and Deep Learning models. Your right to access and use the Services is contingent upon use of the Services in accordance with these Terms and Conditions and payment of applicable fees.

ACCEPTANCE AND CHANGES TO THESE TERMS AND CONDITIONS

PLEASE READ THIS TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES. THESE TERMS AND CONDITIONS CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND NEUROTHINK. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SERVICES. IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THESE TERMS AND CONDITIONS, NEUROTHINK DOES NOT GRANT YOU THE RIGHT TO USE THE SERVICES.

neurothink reserves the right at any time to modify these Terms and Conditions and to impose new or additional terms or conditions on your use of the Services. neurothink will notify you of the modifications and/or new or additional terms or conditions by revising the date at the top of the Terms and Conditions and, in some cases, may provide you with additional notice (such as adding a statement to the neurothink homepage or sending you an email notification). Such modifications and/or additional terms and conditions will become effective at the end of the 30-day period beginning when neurothink posts the changes via the Services (“Notice Period”). If you disagree with any changes, you must stop using the Services within the Notice Period. Your continued use of the Services after the Notice Period will be deemed acceptance of the changes. You should review these Terms and Conditions whenever you access the Services and at least every thirty (30) days to make sure that you understand the terms, conditions, and restrictions that will apply to your use of the Services.

Notwithstanding any other provision of these Terms and Conditions, neurothink reserves the right to change, suspend, remove, or disable access to the Services or any content or other materials comprising a part of the Services at any time without notice. In no event will neurothink be liable for making these changes. neurothink may also impose limits on the use of or access to certain features or portions of the Services, in any case and without notice or liability.

Additional terms and conditions may apply to certain Services. When you use a Service offered by neurothink, you will also be subject to the guidelines, terms and agreements applicable to that particular Service (the “Service Terms”). In the event of any conflict between these Terms and Conditions and any particular Service Terms, the Service Terms will control.

These Terms and Conditions do not change the terms or conditions of any other written agreement you may have with neurothink. If you are using the Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms and Conditions on the entity’s behalf and that the entity agrees to be responsible to neurothink if you violate these Terms and Conditions.

REQUIREMENTS FOR USE OF THE SERVICES

No individual under the age of 13 may use the Services, provide any personal information to neurothink, or otherwise submit personal information through the Services. If you are 13 or older, but under the age of 18, your parent or guardian must agree to be bound by these Terms and Conditions and you may only use the Services with your parent or guardian’s consent or under your parent or guardian’s supervision.

Use of the Services requires Internet access, compatible hardware, and may also require periodic updates to your browser, hardware, and/or other software. You agree that meeting these requirements, which may also change from time to time, is your responsibility.

YOUR ACCOUNT

Certain aspects of the Services require registration. As a registered user of the Services, you will establish an account (“Account”). You may not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur on or through your Account, and you agree to immediately notify neurothink of any security breach of your Account. You accept all risks of unauthorized access and use relating to your use of the Services. neurothink reserves the right to deny, deactivate, or terminate your Account for any reason at neurothink’s discretion and neurothink shall not be responsible for any losses arising out of the unauthorized use of your Account. You may not assign or otherwise transfer your Account to any other person or entity.

You agree to provide accurate and complete information when you register with, and as you use, the Services (“Registration Data”), and you agree to update your Registration Data to keep it accurate and complete. You agree that neurothink may store and use the Registration Data you provide for use in maintaining and billing fees to your Account.

PAYMENT TERMS

Platform Access Subscription Fees (Membership Subscription Fees). In order to access the Services, Customer must pay fees to neurothink based on the subscription duration and number of Seats selected (each “Seat” means an account for one (1) individual user), payable in advance. If paying be credit card, your credit card will be charged the applicable fees for the membership level and duration that you select, and will automatically renew for the successive subscription durations that you selected (“Auto-Renew”). The Auto-Renew will remain in effect unless notified by Customer at least fifteen (15) days prior to the next Auto-Renew date.

Model Training Fees. In order to train a model, Customer will be charged a fee based upon the duration of the training. The Fees are charged on a per second basis. The Services are provided with time-tracking capabilities for Customer to be aware of the amount of Model Training Fees that neurothink will charge Customer.

Promo Code. neurothink may, in its sole discretion, create promotional codes that may be redeemed for credit in your Account, or for other features or benefits related to the Services, subject to any additional terms that neurothink establishes on a per promotional code basis (“Promo Codes”). Promo Codes are one-time offers and can be redeemed upon checkout mor when registering an account. Neurothink reserves the right to modify or cancel Promo Codes at any time. Promo Codes are limited to one per Customer and may not be combined with other offers. Promo Codes are non-transferable and may not be resold.

Late Payments. If Customer fails to pay the Membership Subscription Fee or Model Training Fee (collectively, the “Fees”) by the due date specified on an invoice, neurothink shall be entitled to interest from the day on which the Fees are due. Both parties agree that the rate of interest on overdue invoices shall be one and on-half percent (1.5%) per month.

Taxes. Customer will be responsible for, and will promptly pay or reimburse neurothink for, the payment of all sales, use, excise, value-added or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon) that are based on, or with respect to, any Services provided by neurothink to Customer or the amounts payable to neurothink.

LIMITED ACCESS RIGHT

Subject to your compliance with these Terms and Conditions, neurothink hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable right to access the Services for the sole purpose of enabling you to use the Services in the manner permitted by these Terms and Conditions.

USAGE RESTRICTIONS

You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Service, which you use at your own risk. Except as expressly permitted in writing by neurothink, you will not do, and will not permit any third party to do, any of the following:

  • copy, adapt, hack, of reproduce the Services;

  • violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any security technology related to the Services for any reason;

  • rent, lease, lend, sell, transfer or sublicense the Services;

  • modify, port, translate, or create derivative works of the Services;

  • remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Services;

  • knowingly take any action that would cause the Services or any part the Services to be placed in the public domain;

  • use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit neurothink's other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services;

  • stalk, intimidate, threaten, harass, or cause discomfort to other users of the Services;

  • harvest or collect information about other users of the Services without their consent;

  • impersonate or use the Services on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;

  • access or attempt to access an Account that you are not authorized to access;

  • use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegal activity via your use of the Services, or any activity that violates these Terms and Conditions; or

  • infringe or violate any of neurothink's rights.

If you violate (or are alleged to have violated) any of the foregoing restrictions, neurothink may immediately and automatically terminate your right to use and access the Services; and you may have infringed the copyright or other rights of neurothink, which may subject you to prosecution and damages.

COMPLIANCE

neurothink provides users with the ability to communicate with each other within the Services, such as by using the discussion feature that is available for algorithms (“Communication Services”). By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service expressly permits such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any Applicable Laws or regulations.

API ACCESS

In order to use the neurothink API, you must obtain appropriate API credentials (an “API Access”) via registration on http://neurothink.io . You may not reveal your API Access to anyone else and must keep your API Access secure. You are solely responsible for maintaining the confidentiality and security of your API Access, and for all activities that occur through the use of your API Access. You agree to immediately notify neurothink of any security breach of your API Access. You accept all risks of unauthorized use of your API Access. neurothink reserves the right to deny, deactivate, or terminate your API Access for any reason at neurothink’s discretion and neurothink shall not be responsible for any losses arising out of the unauthorized use of your API Access.

SECURITY

You may not use your API Access or the Services to test or undermine the security of the Services. You will not and will not attempt to (i) interfere with, modify or disable any features, functionality or security controls of the Services or neurothink API, (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms incorporated into the Service, or (iii) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or neurothink API.

You are solely responsible for your conduct (and the conduct of anyone who uses your API Access to access the Services). You will comply with any limitations imposed by neurothink on the frequency of access and calls to and use of the neurothink API and/or any additional programmatic limitations on the neurothink API.

You will immediately report to neurothink any security flaws you discover in any of the Services. neurothink reserves the right, in its sole discretion, to determine what constitutes a security flaw. Failure to report such flaws, particularly prior to public disclosure, shall be considered a material breach of these Terms and Conditions.

MALWARE AND SPAM

You will not publish or link to malicious content or code intended to damage, disrupt, compromise, or exploit a user’s browser, device, neurothink account, or API Access or to compromise an individual’s privacy in any manner. You will not use the Services or neurothink API, and will not create Software, for the purpose of sending spam or distributing malware. neurothink reserves the right, in its sole discretion, to determine what constitutes spam and/or malware.

MONITORING

neurothink has the right, but not the obligation, to monitor your use of the Services and neurothink API for any reason or no reason, including to ensure your compliance with these Terms and Conditions.

SUBMISSIONS TO THE SERVICES

The Services may offer interactive features that allow you to submit materials (including links to third-party content and source code) on areas of the Services accessible and viewable by other users of the Services and the public. You agree that any use by you of such features, including any materials submitted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. You represent and warrant that you own or have obtained all necessary rights and licenses to any materials submitted by you. You agree to provide accurate and complete information in connection with your submission of any materials on the Services. You do not transfer ownership of any such materials to neurothink, but you do hereby grant neurothink, in its capacity as the provider of the Services, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use such materials in connection with the Services; provided, however, that if such materials include any FOSS, in the event of a conflict between the applicable FOSS license terms and the license terms set forth in this paragraph, the applicable FOSS license terms will control, but only to the extent required by the FOSS that you use. For purposes of these Terms and Conditions, “FOSS” means any software licensed under an Open-Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical

neurothink reserves the right to not post or publish any materials, and to remove or edit any material, at any time in its sole discretion without notice or liability.

Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (DMCA) and other Applicable Law, neurothink has adopted a policy of terminating, in appropriate circumstances and at neurothink's discretion, users who are deemed to be repeat infringers. neurothink also may, at its discretion, limit access to the Services and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Copyright Complaints. If you believe that anything on the Services infringes upon any copyright that you own or control, you may file a notification with neurothink’s Designated Agent as set forth below:

neurothink - Legal

120 S 6th Street, Suite 1000, Minneapolis, Minnesota 55402

612-460-4700

Email Address of Designated Agent:

notices@neurothink.io

 

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by neurothink or the alleged infringer as the result of neurothink relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

neurothink has the right, but not the obligation, to monitor any materials submitted by you or otherwise available on the Services, to investigate any reported or apparent violation of these Terms and Conditions, and to take any action that neurothink in its sole discretion deems appropriate, including termination hereunder.

THIRD-PARTY MATERIALS

Certain content and services available via the Services may include materials from third parties. neurothink may provide links to third-party websites as a convenience to you. You agree that neurothink is not responsible for examining or evaluating the content or accuracy and neurothink does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that neurothink is not in any way responsible for any such use by you.

OBJECTIONABLE MATERIAL

You understand that by using the Services, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Services at your sole risk and neurothink shall have no liability to you for material that may be found to be offensive, indecent, or objectionable.

INTELLECTUAL PROPERTY

You agree that the Services, including text, graphics, logos, user interface, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by neurothink, and is protected by applicable intellectual property and other laws, including copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with these Terms and Conditions. No portion of the Services may be copied or reproduced in any form or by any means, except as expressly permitted in these Terms and Conditions. You agree not to rent, lease, loan, license, sell, distribute, modify or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including by trespass or burdening network capacity.

All copyrights in and to the Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by neurothink, who reserve all their rights in law and equity. THE USE OF SERVICES, THE NEUROTHINK API OR ANY PART OF THE SERVICES, OTHER THAN IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, IS STRICTLY PROHIBITED AND MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF NEUROTHINK OR OTHER THIRD PARTIES, WHICH MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

neurothink, the neurothink logo, and any other neurothink trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of neurothink Inc. The look and feel of the Services, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of neurothink and may not be copied, imitated, or used (in whole or in part) without neurothink’s prior written consent. All other trademarks, service marks, graphics, and logos used in connection with the Services (“Third Party Trademarks”) are the property of their respective owners and the use of such Third-Party Trademarks inures to the benefit of each owner. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

Any suggestions, comments, or other feedback (collectively, “Feedback”) that you provide regarding neurothink or the Services will constitute neurothink’s proprietary information. neurothink is free to use, disclose, reproduce, license, distribute, and exploit this Feedback as neurothink sees fit without obligation or restriction of any kind.

TERMINATION

Termination by neurothink. If you fail, or neurothink suspects that you have failed, to comply with any of the provisions of these Terms and Conditions, neurothink, at its sole discretion, without notice to you may: (i) immediately terminate your right to access and use the Services and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude access to the Services (or any part thereof). neurothink reserves the right to suspend Customer’s access to the applicable MLaaS Products upon 30 days’ written notice to Customer if: (a) an invoice is more than sixty (60) days past due; or (b) if there is an uncured material breach of these Terms and Conditions. neurothink will promptly reinstate Customer’s access and use of the MLaaS Products/provision of the Professional Services once the issue has been resolved. Upon termination or expiration of these Terms and Conditions or a subscription period, (x) any accrued rights and obligations will survive; (y) all outstanding Fees and other charges under these Terms and Conditions, will become immediately due and payable, and (z) Customer will have no further right to access or use the applicable Services.

Termination by Either Party. Either Party may terminate a subscription immediately upon notice to the other Party if the other Party: (i) materially breaches these Terms and Conditions and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate these Terms and Conditions, in whole or in part, or cease provision of the Services if required to comply with applicable law or regulation, and such termination will not constitute a breach of these Terms and Conditions by the terminating Party.

No Refund of Fees. Customer shall be fully responsible for the payment of Fees incurred for a subscription period. Customer will not be entitled to a refund of Fees if Customer stops using or accessing the Service during a subscription period. Customer will remain liable for the payment of any Fees incurred during a subscription period, but not paid in advance by Customer.

DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

NEUROTHINK DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME NEUROTHINK MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES ARE PROVIDED ON AN " AS IS " AND " AS AVAILABLE " BASIS. NEUROTHINK DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED OR ORAL OR WRITTEN, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THESE TERMS AND CONDITIONS AND THE SERVICES, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEUROTHINK DOES NOT WARRANT, AND DISCLAIMS ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, OR ANY USER CONTENT; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; AND (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ALGORITHIMS OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

DISCLAIMER OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NEUROTHINK, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS, SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NEUROTHINKEXCEED FIVE HUNDRED U.S. DOLLARS (U.S. $500). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, NEUROTHINK'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NEUROTHINK SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND NEUROTHINK HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that customer is solely responsible for: (i) the content, quality and accuracy of any Customer Data as made available by Customer a; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for the purpose of the using the Services; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with neurothink (to the extent applicable); (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations including Applicable Data Protection Laws; and (v) that Customer Data will not include any personally identifiable information (PII), protected health information or personal heal information (PHI). “Customer Data” means all data and/or content uploaded to the Services by Customer, and in all data derived from it. For the avoidance of doubt, Customer Data does not include Usage Data.(“Usage Data” means data generated in connection with Customer’s access, use and configuration of the Services and data derived from it (e.g., types of applications or accounts utilized or interacting with the Services).

You expressly agree that neurothink shall have no liability for any actions brought by third parties for any Customer Data that you upload into the Services.

INDEMNIFICATION

YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS NEUROTHINK, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS FROM AND AGAINST ANY CLAIMS, DAMAGES, PAYMENTS, DEFICIENCIES, FINES, JUDGMENTS, SETTLEMENTS, LIABILITIES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, COSTS, PENALTIES, INTEREST, AND DISBURSEMENTS) ARISING OUT OF OR RELATED TO YOUR BREACH (OR ALLEGED BREACH) OF THESE TERMS AND CONDITIONS, THE NEUROTHINK POLICIES, ANY SERVICE TERMS, YOUR DEVELOPMENT AND DEPLOYMENT OF ANY SOFTWARE, YOUR USE OF THE SERVICES (OR ANY THIRD PARTY USING YOUR ACCOUNT), INCLUDING THE NEUROTHINK API, ANY USER CONSENT OR FEEDBACK, OR THE VIOLATION (OR ALLEGED VIOLATION) OF THE RIGHTS OF ANY THIRD PARTY BY YOU OR ANY THIRD PARTY USING YOUR ACCOUNT.

ARBITRATION

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU AND NEUROTHINK TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.

You and neurothink will arbitrate any dispute, claim, or controversy arising from or related to these Terms and Conditions or the Services, except that neither you nor neurothink is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU AND NEUROTHINK FROM SUING IN EACH OTHER IN COURT OR FROM HAVING A JURY TRIAL. You and neurothink will notify each other of any dispute within thirty (30) days of when it arises and attempt informal resolution before any demand for arbitration. Arbitration will be conducted confidentially in Minneapolis, Minnesota, by a single arbitrator in accordance with the rules of JAMS (or its successor). Except as expressly provided in these Terms and Conditions, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by Applicable Law, WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NO ARBITRATION OR CLAIM UNDER THESE TERMS AND CONDITIONS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NEITHER YOU NOR NEUROTHINK WILL COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

You can choose to reject this agreement to arbitrate (“Opt-out”) by emailing notices@neurothink.io within thirty (30) days after the date you agree to these Terms and Conditions for the first time. The Opt-out email you send to us must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. Providing an Opt-out notice is the only way you can opt-out of this agreement to arbitrate. If you Opt-out of this agreement to arbitrate, all other parts of these Terms and Conditions will continue to apply.

VENUE; GOVERNING LAW

The state and federal courts located in Hennepin County, Minnesota will have exclusive jurisdiction over any suit in connection with the Services or these Terms and Conditions that is not subject to arbitration, and you and neurothink hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and Conditions and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws of the State of Minnesota, without resort to its conflict of law provisions.

COMMUNICATION PREFERENCES

By using the Services, you consent to receiving electronic communications from neurothink relating to your Account, including email communications and/or notifications within the Services. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You also consent to receiving certain other communications from us, including information about neurothink features, updates, special offers, promotions, and surveys. If you no longer wish to receive these communications, you may opt out by sending an email to info@neurothink.io.

SPECIAL PROVISION FOR DEVELOPERS

If you develop algorithms, software or services based on or for the Services and would like to deploy algorithms and/or other software (“ Software ”) for the neurothink API, http://neurothink.io , and/or other neurothink products, services, applications or software, you must agree to and comply with the neurothink Developer and API License Agreement . The neurothink Developer and API License Agreement is incorporated into these Terms and Conditions by reference.

PRIVACY

You may refer to neurothink’s Privacy Policy for information regarding how neurothink collects, uses, and discloses information about users of the Services. For avoidance of doubt, your access and use of the Services are subject to neurothink’s Privacy Policy and by using the Services, you consent to the collection, use and sharing (as set forth in neurothink’s Privacy Policy) of your information, including the transfer of such information to the United States and/or other countries for storage, processing and use by neurothink.

MISCELLANEOUS

If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. neurothink's failure to enforce any right or provisions in these Terms and Conditions will not constitute a waiver of such or any other provision. neurothink will not be responsible for failures to fulfill any obligations due to causes beyond its control.

These Terms and Conditions, and any rights granted in these Terms and Conditions, may not be transferred or assigned by you, whether voluntarily or by operation of law (including in connection with any merger, acquisition, or sale of assets) except with the express written consent of neurothink, and any attempted assignment in violation of this paragraph is void and of no force or effect. neurothink may assign, transfer or delegate any of its rights and obligations hereunder without restriction by you. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect. Except as otherwise expressly provided elsewhere in these Terms and Conditions, there will be no third-party beneficiaries to these Terms and Conditions. As used in these Terms and Conditions, “including” means “including (without limitation).” The section headings of these Terms and Conditions are for reference purposes only and will not affect the meaning or interpretation of these Terms and Conditions.

The Services are operated in the United States. neurothink reserves the right to take steps neurothink believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions. You agree to comply with all applicable law that relate to your use of the Services. You agree that neurothink has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as neurothink believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions (including neurothink's right to cooperate with any legal process relating to your use of the Services and/or a third-party claim that your use of the Services is unlawful and/or infringes such third party's rights).

Any failure or delay by neurothink in the performance of its obligations pursuant to these Terms and Conditions will not be deemed a default or breach of these Terms and Conditions or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, strikes, supplier and third party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of neurothink.

These Terms and Conditions, along with the neurothink policies, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede and merge all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic.

QUESTIONS

If you have any questions regarding these Terms and Conditions or your use of the Services, please email info@neurothink.io.