NeuralSpace Services Agreement

 
 
Last updated: February 8th, 2022

 

 

Welcome to NeuralSpace.

 

This NeuralSpace Services Agreement (“Agreement”) is a legal agreement between NeuralSpace, Inc. (“NeuralSpace”, “us”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the NeuralSpace Account page to receive certain language processing, machine learning, data and technology services, and other business services that may be offered by NeuralSpace and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.

 

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

 

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

 

Definitions

 

“NeuralSpace Platform” - The term NeuralSpace Platform shall mean and refer to the natural language processing platform for over eighty languages. It is made up of various applications/ services that solve specific language processing problems using AI models which can be trained and deployed according to specific requirements.

 

Section A: General Terms

1. Overview of this Agreement

 

This Agreement provides a general description of the Services that NeuralSpace may provide to you, including those that allow you to accept payments from purchasers of your goods or services (your “Customers”) that you create on the NeuralSpace Platform. We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the “API”) and additional resources we make available to you on our website.

 

Before using the Services, you must register with NeuralSpace and create an account (a “NeuralSpace Account”).

 

Section A describes the process of registering for and using your NeuralSpaceAccount.

 

Section B describes your use of the API and the Services.

 

Section C describes the invoice generation process and how we collect payments.

 

Section D describes proper handling, management, and use of data generated during your use of the Services, including your Customers’ data.

 

Finally, Section E describes your liability to NeuralSpace for all losses connected with your NeuralSpace Account, your agreement to resolve all disputes with NeuralSpace by arbitration and not in a lawsuit, and other legal terms that apply to you.

 

2. Your NeuralSpace Account

  1. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located anywhere in the world are eligible to apply for a NeuralSpace Account to use the Services described in this Agreement.

    To register for a NeuralSpace Account, you or the person or people submitting the application (your “Representative”) must provide us with your full name, country of residence, email, and certain other information about you that we require, please refer to our Privacy Policy for more details in this regard. You are required to submit this information while signing up. Once they are submitted we verify your email account by sending you an account verification link on your email id. You can self-verify your account by clicking on the verification link.
     

  2. Business Representative: You and your Representative individually affirm to NeuralSpace that your Representative is authorized to provide the information described in this Section 2.A on your behalf and to bind you to this Agreement and that you and your Representative are not ‘incompetent to contract’. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of NeuralSpace, neither you nor your Representative may register or attempt to register for a NeuralSpace Account on behalf of a user NeuralSpace previously terminated from use of the Services.

    If you are a sole proprietor or individual trader, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.

    The following special requirements apply in relation to persons that are not at least 18 years old. If you are an individual or sole proprietor, and you are not at least 18 years old, but you are 13 years old or older, your Representative must be your parent or legal guardian. If you are a legal entity that is owned, directly or indirectly, by an individual who is not at least 18 years old, but the individual is 13 years old or older, your Representative must either obtain the consent of your board or of an authorized officer. Any such approving board, authorized officer, parent, or legal guardian is responsible to NeuralSPace and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself. You are not permitted to use the Services if you are under 13 years of age.
     

  3. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate the information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners, or principals. Your failure to provide this information or material may result in suspension or termination of your NeuralSpace Account.

    You acknowledge that in some cases, such information may lead to suspension or termination of your NeuralSpace Account. NeuralSpace shall have the right to periodically update this information as part of our underwriting criteria and risk analysis procedures.
     

  4. Changes to Your Business, Keeping your NeuralSpace Account Current: You agree to keep the information in your NeuralSpace Account current. You must promptly update your NeuralSPace Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your NeuralSpace Account or terminate this Agreement if you fail to keep this information current.
     

  5. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.

 

3. Your Relationship with Your Customers

You may only use the Services for lawful purposes with your Customers. You know your Customers better than we do, and you are responsible for your relationship with them. NeuralSpace is not responsible for the products or services you publicize or sell, or that your Customers purchase using the Services. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services, you provide to your Customers.

 

NeuralSpace provides Services to you but we have no way of knowing if any of them are accurate, complete, or typical for your business. You are responsible for knowing whether any NeuralSpace Service is being used optimally for your business. If you are unsure if a Service is not being used according to NeuralSpace’s instructions as outlined in the Documentation (www.docs.neuralspace.ai) then contact NeuralSpace for consulting services. You are solely responsible for any losses you incur due to erroneous or inappropriate usage of any NeuralSpace service.

 

You expressly agree and acknowledge that NeuralSpace acts and will act (at all times) only as an intermediary to facilitate NLP Services between you and your customers.

4. Fees and Fines

NeuralSpace will provide the Services to you at the rates and for the fees (“Fees”) described in your NeuralSpace fee schedule, which is incorporated into this Agreement. The Fees include charges for API calls (such as training and deploying NLP models) and for other events connected with your NeuralSpace Account (such as processing text using trained models).

 

We may revise the Fees at any time. However, we will provide you with at least 30 days' advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable law).

 

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your NeuralSpace Account on you or NeuralSpace by law enforcement authorities from your use of our Services in a manner not permitted by this Agreement.

 

You are also obligated to pay all taxes, fees, and other charges imposed by any governmental authority (“Taxes”), including any value-added tax, goods, and services tax, provincial sales tax, and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

5. Services and NeuralSpace Account Support

We will provide you with support to resolve general issues relating to your NeuralSpace Account and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of NeuralSpace’s support pages, API documentation, and other pages on our website (collectively, “Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us or post a question in our Slack community.

 

You are solely responsible for providing support to Customers regarding issues related to your products and services and business activities. We are not responsible for providing support for the Services to your Customers unless we agree to do so in a separate agreement with you or one of your Customers.

6. Service Requirements, Limitations, and Restrictions

  1. Compliance with Applicable Laws: You must use the Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Services and to Transactions. As applicable, this may include compliance with domestic and international Laws related to the use or provision of NLP Services, notification and consumer protection, unfair competition, privacy, false advertising, and any other Laws relevant to Transactions.
     

  2. Restricted Businesses and Activities: You may not use the Services to enable any person (including you) to benefit from any activities NeuralSpace has identified as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by India or the United States (including the list maintained by the United States Office of Foreign Asset Control (OFAC)).

    Please review the list of Restricted Businesses thoroughly before registering for and opening a NeuralSpace Account. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact us. We may add to or update the Restricted Business List at any time.
     

  3. Other Restricted Activities: You may not use the Services to facilitate illegal activities or to permit others to do so. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public NeuralSpace systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Services with no added value to Customers; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (ix) impose an unreasonable or disproportionately large load on the Service.
     

  4. Limitations: Though all efforts have been made to ensure the accuracy and currency of the content of this Agreement, the same should not be construed as a statement of law or used for any legal purpose. In case of any ambiguity or doubts, users are advised to verify/check with NeuralSpace and, or, obtain appropriate professional advice. Since the contents of the Agreement are dynamic in nature, You are advised, in Your own interest, to refer to all relevant policies/publications before arriving at any final conclusion. Under no circumstances NeuralSpace will be liable for any expenses, loss or damage including, without limitation, indirect or consequential loss or damage or any expense, loss or damage whatsoever arising from use, or loss of use, of data arising out of or in connection with the use of this Agreement. Any dispute arising under these terms and conditions shall be subject to arbitration.​​​

7. Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend any Account or Service that we believe: (i) may violate this Agreement or other agreements you may have with NeuralSpace; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, NeuralSpace, or others to risks unacceptable to NeuralSpace. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your NeuralSpace Account, your Customers, and Transactions made through your use of the Services.

8. Disclosures and Notices; Electronic Signature Consent

  1. Consent to Electronic Disclosures and Notices: This document is an electronic record in terms of Information Technology Act, 2000 (as amended) and the rules and regulations thereunder (collectively, the “IT Act”), and shall be governed by the IT Act, and all other applicable Laws pertaining to electronic records. By clicking the acceptance button, registering for a NeuralSpace Account, accessing, using or installing the NeuralSpace API, Dashboard, or any part of the Services, you specifically agree, to be bound by the terms and conditions of this Agreement. Your registration for a NeuralSPace Account or access, use or installation of the NeuralSpace API, Dashboard, or any part of the NeuralSpace Services, constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from NeuralSpace (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
     

  2. Methods of Delivery: You agree that NeuralSpace can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your NeuralSpace Account. Notices may include notifications about your NeuralSpace Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you at your registered office (if so required under applicable Law) within 24 hours of the time a Notice is either posted to our website or emailed to you.
     

  3. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your NeuralSpace Account (such as through two-step verification), and to provide you with other critical information about your NeuralSpace Account. In the event of a suspected or actual fraud or security threat to your NeuralSpace Account, NeuralSpace will use SMS, email or another secure procedure to contact you. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your NeuralSpace Account and may increase the risk of loss to your business.
     

  4. Requirements for Delivery: It should come as no surprise to you that you will need a computer, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.
     

  5. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your NeuralSpace Account.
     

  6. Receipt and Acceptance: This Agreement shall be deemed to have been received, accepted and executed at NeuralSpace’s registered office, at 651 North Broad Street, STE 206, Middletown, DE 19709, United States, or such other address as may be notified to you by NeuralSpace through the Dashboard.

9. Termination

  1. Term and Termination: This Agreement is effective upon the date you first access or use the Services and continues until terminated by NeuralSpace. To terminate your account get in touch with us. If you use the Services again or register for another NeuralSpace Account, you are consenting to this Agreement. We may terminate this Agreement or close your NeuralSpace Account at any time for any reason (including, without limitation, for any activity that may create harm or loss to our reputation). Where applicable Law requires advance notice of termination to be provided, we will, prior to termination, provide you with the required advance notice of termination. We may suspend your NeuralSpace Account and your ability to access Services in your NeuralSpace Account, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Services because of significant fraud or credit risk, or any other risks associated with your NeuralSpace Account; (ii) you use the Services in a prohibited manner or otherwise do not comply with any of the provisions of this Agreement; (iii) any Law, or any Government authority requires us to do so; or (iv) we are otherwise entitled to do so under this Agreement.
     

  2. Effects of Termination: Termination does not immediately relieve you of obligations incurred by you under this Agreement. Upon termination, you agree to (i) pay all open invoices, (ii) stop accessing yourNeuralSpace services, and (iii) immediately remove all NeuralSpace or other related logos from your website. Your continued or renewed use of the Services after all pending invoices have been processed serves to renew your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining funds owed to you in accordance with Section C.

    In addition, upon termination you understand and agree that (i) all licenses granted to you by NeuralSpace under this Agreement will end; (ii) subject to Section D.5, we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; and (iv) you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.

Section B: NeuralSpace Technology

1. Apps, API, and Dashboard

NeuralSpace has developed and provides access to the API that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on websites and through the applications identified in your NeuralSpace Account. You may manage your NeuralSpace Account and enable additional features through the NeuralSpace dashboard (“Dashboard”). NeuralSpace will use the Dashboard to provide you with information about your NeuralSpace Account. NeuralSpace will also provide you with access to monthly summary reports which will include all your NeuralSpace Account activity, grouped by month, up to the most recent full day. The information will be provided in English. Further detail about the information provided to you through the Dashboard is available in the Subscriptions page of the NeuralSpace Platform.

 

You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.

 

We will make an API key and an Auth token to test various Services provided by the NeuralSpace platform. Auth tokens permit any API call to your NeuralSpace Account. You are responsible for securing your secret keys — do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your NeuralSpace Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We provide more details on proper use of Auth token and API Key in the Documentation. Information on securing your NeuralSpace Account is available in Section D.

2. Ownership of NeuralSpace IP

As between you and NeuralSpace, NeuralSpace and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, “NeuralSpace IP”) or any copies thereof. NeuralSpace IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in NeuralSpace IP not expressly granted to you in this Agreement are reserved.

 

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that NeuralSpace has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

3. License

You are granted a limited, revocable, nonexclusive and nontransferable license to electronically access and use the NeuralSpace IP only in the manner described in this Agreement. NeuralSpace does not sell to you, and you do not have the right to sublicense the NeuralSpace IP. We shall have the right to make updates to the NeuralSpace IP or new Services available to you automatically as electronically published byNeuralSpace, but we may require action on your part before you may use the NeuralSpace IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). NeuralSpace shall have the right to revoke or terminate this license at any time if you use NeuralSpace IP in a manner prohibited by this Agreement or for any other reason it may deem fit.

 

You may not: (i) claim or register ownership of NeuralSpace IP on your behalf or on behalf of others; (ii) sublicense any rights in NeuralSpace IP granted by us; (iii) import or export any NeuralSpace IP to a person or country in violation of any country’s export control Laws; (iv) use NeuralSpace IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

4. NeuralSpace Marks; References to Our Relationship

We may make certain NeuralSpace logos or marks (“NeuralSpace Marks”) available for use by you and other users to allow you to identify NeuralSpace as a service provider. To use NeuralSpace Marks, you must first agree to the NeuralSpace’s Marks Usage Agreement. NeuralSpace may limit or revoke your ability to use NeuralSpace Marks at any time. You may never use any NeuralSpace Marks or NeuralSpace IP consisting of trademarks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.

 

During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a NeuralSpace user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and NeuralSpace. Upon termination of your NeuralSpace Account, both you and NeuralSpace will remove any public references to our relationship from our respective websites.

5. Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your NeuralSpace Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse NeuralSpace for all fees, fines, losses, claims, and any other costs we may incur that arise from Content that you publish or upload through the Services, or claims that Content you publish or upload infringes the intellectual property, privacy, or other proprietary rights of others.

6. Additional Services

Other Services: From time to time we may offer you additional features or services that may be subject to additional or different terms of service. All such additional features and services form part of the Services, and you may not use these additional services unless you agree to the applicable agreement or terms (if any) for those services.

We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.

Section C: Accounts, Payment, Invoices

 

Types of accounts 

 

Upon registration on our website, You will be given the option to create two types of accounts [Basic] or [Premium].

 

Basic Account

 

The Basic account shall be free of any charge/ fee and the account users shall have limited access to the NeuralSpace Platform in terms of usage. 

 

Basic account users may upgrade to a Premium account at any time, and payments (only via card) for the same can be made as per the invoices raised in accordance with the policies in this regard. 

 

Premium Account

 

For creating and using a Premium Account, it is clarified that while you will not be required to pay a subscription fee, payments shall be made in accordance with the invoices raised monthly or annually, subject to the policies of NeuralSpace which shall be intimated to the account users from time to time.

 

Premium account users may downgrade/ upgrade on the usage parameters (set out below) at any time. Such changes to the account/ features thereof may be applied based on certain validations at the discretion of NeuralSpace.

 

Features of the Premium Account

 

A Premium account user may be charged on the basis of the following parameters: 

 

  • Pay As You Go (PAYG): Account users shall be charged per unit i.e. price paid per unit.

  • Pay As You Need (PAYN): Account users shall be charged on the basis of time i.e. price paid on the time for which the Services are used. 

 

Invoices 

 

NeuralSpace shall raise invoices automatically on the billing date i.e. [*] which shall be readily available for download by the account users and shall be paid within [*] days from the date of invoice (“Payment Date”).

 

Please note that if you fail to pay the amounts under the Invoices by or before the Payment Date, the Services on your account will be stopped without any notice in this regard. In the event such failure to pay continues for two consecutive invoices your account shall be blocked till the time such outstanding invoices are cleared. 

 

Payments 

 

The amounts paid as fee may be converted to credits in accordance with our policies and can be redeemed at the time of payment of invoices by the account users. Presently, 1 credit is equivalent to USD 1. 

 

It may be noted that we do not store any payment-related information as we use a service called Stripe to manage all payment and invoicing-related actions. 

 

The payment mechanism and terms as well as the invoicing mechanism are subject to change and amendment from time to time and the same may be intimated to the users prior to the effectuation of such change. You are however advised to keep revisiting this page to ensure compliance. 

Section D: Privacy, Data Usage, and Security

 

Please review our Privacy Policy, which also governs your use of Services, to understand our practices in this regard.

Section E: Miscellaneous 

Force Majeure

 

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

 

No Warranties

 

WE PROVIDE THE SERVICES ON “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY NEURALSPACE OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES – WHETHER FROM NEURALSPACE OR ANOTHER NEURALSPACE ENTITY, AND WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM NEURALSPACE TO YOU.

 

YOU AFFIRM THAT NO NEURALSPACE ENTITY CONTROLS THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS PURCHASE USING NEURALSPACE SERVICES . YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR CUSTOMERS POSSESS THE AUTHORITY TO MAKE, OR WILL COMPLETE, ANY TRANSACTION.

 

THE NEURALSPACE ENTITIES DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT NEURALSPACE WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, API, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF DATA YOU ACCESS OR DOWNLOAD THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS OR DOWNLOAD. YOU UNDERSTAND THAT THE NEURALSPACE ENTITIES MAKE NO GUARANTEES TO YOU REGARDING TRANSACTION PROCESSING TIMES OR PAYOUT SCHEDULES.

 

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

 

Limitation of Liability

 

Under no circumstances will any NeuralSpace Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the NeuralSpace Entities have been advised of the possibility of such damages. The NeuralSpace Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your NeuralSpace Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The NeuralSpace Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.

 

You agree to limit any additional liability not disclaimed or denied by the NeuralSpace Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to NeuralSpace during the three-month period immediately preceding the event that gave rise to your claim for damages.

 

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

 

NeuralSpace will provide some or all of the Services from systems located within the United States or other countries outside of India. As such, it is your obligation to disclose to your customers that NeuralSpace Platform related data may be transferred, processed, and stored outside of India and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable Laws.

 

Dispute Resolution; Agreement to Arbitrate

 

Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by binding non-appearance-based arbitration in accordance with the rules governing arbitrations through the Singapore International Arbitration Centre (“SIAC”) (unless any other established alternative dispute resolution provider has been mutually agreed upon by the parties in writing prior to the initiation of any dispute resolution proceedings by either party), and the legal seat, venue and place of the arbitration shall be Delaware, US and the SIAC Rules (as amended) shall apply. The parties agree the arbitration award shall be conclusive and binding. Judgement upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

 

This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of the United States of America, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

 

Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

 

Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties.

 

Provision of an Award: Subject to the limitations of liability identified in this Agreement, the appointed arbitrator may award monetary damages and any other remedies allowed by Law. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by any court having jurisdiction over either party or its assets. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

 

Fees: Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to this Agreement, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

 

Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable Laws. The parties, witnesses, and the arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

 

Conflict of Rules: In the case of a conflict between the provisions of this Section E and the rules governing arbitration identified elsewhere in the Agreement, the provisions of this Section E will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

 

Language 

 

The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language.