Terms Of Service
Neurotic Media NeuroLinq API Developer Lab Terms of Service
1. Your relationship with Neurotic Media
Your use of Neurotic Media's products, software, services and web sites (referred to collectively as the 'Services' in this document and excluding any services provided to you by Neurotic Media under a separate written agreement) is subject to the terms of a legal agreement between you and Neurotic Media. 'Neurotic Media' means Neurotic Media LLC, whose principal place of business is at 1934-B N. Druid Hills Rd. NE Suite 250, Atlanta, GA, 30319, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
Unless otherwise agreed in writing with Neurotic Media, your agreement with Neurotic Media will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the 'Universal Terms'. Your agreement with Neurotic Media will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the 'Additional Terms'. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Neurotic Media in relation to your use of the Services. Collectively, this legal agreement is referred to below as the 'Terms'. If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by clicking to accept or agree to the Terms on our Registration Form or on any other page where this option is made available to you by Neurotic Media in the user interface for any Service; or by actually using the Services. In this case, you understand and agree that Neurotic Media will treat your use of the Services as acceptance of the Terms from that point onwards. You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Neurotic Media, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
3. Provision of the Services by Neurotic Media
Neurotic Media is constantly innovating in order to provide the best possible experience for its clients and their users. You acknowledge and agree that the form and nature of the Services which Neurotic Media provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Neurotic Media may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Neurotic Media's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Neurotic Media when you stop using the Services. You acknowledge and agree that if Neurotic Media disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. You acknowledge and agree that while Neurotic Media may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services, such fixed upper limits may be set by Neurotic Media at any time, at Neurotic Media's discretion.
4. Use of the Services by you
In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Neurotic Media will always be accurate, correct and up to date. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). You also agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Neurotic Media, unless you have been specifically allowed to do so in a separate agreement with Neurotic Media. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in the Services. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). Unless you have been specifically permitted to do so in a separate agreement with Neurotic Media, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. You agree that you are solely responsible for (and that Neurotic Media has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Neurotic Media may suffer) of any such breach.
5. Your passwords and account security
6. Content in the Services
You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person or content owner from which such content originated. All such information is referred to below as the 'Content'. You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the provider of said Content to Neurotic Media (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Neurotic Media or by the owners of that Content, in a separate agreement.
You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk. You agree that you are solely responsible for (and that Neurotic Media has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Neurotic Media may suffer) by doing so.
7. Proprietary rights
You acknowledge and agree that Neurotic Media (or Neurotic Media's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Neurotic Media and that you shall not disclose such information without Neurotic Media's prior written consent.
Unless you have agreed otherwise in writing with Neurotic Media, nothing in the Terms gives you a right to use any of Neurotic Media's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. If you have been given an explicit right to use any of these brand features in a separate written agreement with Neurotic Media, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Neurotic Media's brand feature use guidelines as updated from time to time.
Other than the limited license set forth in Section 9, Neurotic Media acknowledges and agrees that it obtains no right, title or interest from you under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Neurotic Media, you agree that you are responsible for protecting and enforcing those rights and that Neurotic Media has no obligation to do so on your behalf.
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. Unless you have been expressly authorized to do so in writing by Neurotic Media, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
8. License from Neurotic Media
Neurotic Media gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Neurotic Media as part of the Services as provided to you by Neurotic Media (referred to as the 'Software' below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Neurotic Media in this Developer Lab site and service, in the manner permitted by the Terms. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Neurotic Media, in writing. Unless Neurotic Media has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
9. Content license from you
You retain copyright and any other rights you already hold in Content which you post or display in conjunction with your use of the Service which is not obtained from and through the Service itself. By submitting, posting or displaying such content you give Neurotic Media a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, publish, publicly perform, publicly display and distribute the combined resulted service, widget, web site or application which includes your proprietary brand combined with the Neurotic Media Service embodiment (the 'Solution'). This license is for the sole purpose of enabling Neurotic Media to both legally support such resulted Solution, as well as to allow Neurotic Media to display, distribute and promote the Services, and may be revoked for certain Services as defined in the Additional Terms of those Services. You confirm and warrant to Neurotic Media that you have all the rights, power and authority necessary to grant the above license.
10. Software updates
The Software which you use within the Service may automatically include updates from time to time from Neurotic Media. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Neurotic Media to deliver these to you) as part of your use of the Services.
11. Ending your relationship with Neurotic Media
The Terms will continue to apply until terminated by either you or Neurotic Media as set out below:
If you want to terminate your legal agreement with Neurotic Media, you may do so by (a) notifying Neurotic Media at any time and (b) closing your accounts for all of the Services which you use, where Neurotic Media has made this option available to you. Your notice should be sent, in writing via email, to service at neuroticmedia.com.
Neurotic Media may at any time, terminate its legal agreement with you if: (i) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (ii) Neurotic Media is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (iii) Neurotic Media is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (iv) the provision of the Services to you by Neurotic Media is, in Neurotic Media's opinion, no longer commercially viable. Nothing in this Section shall affect Neurotic Media's rights regarding provision of Services under Section 4 of the Terms. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Neurotic Media have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 16 shall continue to apply to such rights, obligations and liabilities indefinitely.
12. EXCLUSION OF WARRANTIES
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT NEUROTIC MEDIA'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND 'AS AVAILABLE.' IN PARTICULAR, NEUROTIC MEDIA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEUROTIC MEDIA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. NEUROTIC MEDIA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13. LIMITATION OF LIABILITY
SUBJECT TO OVERALL PROVISIONS MADE ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEUROTIC MEDIA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF (I) ANY CHANGES WHICH NEUROTIC MEDIA MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE NEUROTIC MEDIA WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
THE LIMITATIONS ON NEUROTIC MEDIA'S LIABILITY TO YOU SHALL APPLY WHETHER OR NOT NEUROTIC MEDIA HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14. Copyright and trade mark policies
It is Neurotic Media's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers. Details of Neurotic Media's policy can be found at http://www.neuroticmedia.com/copyrightinfringement.html.
15. Changes to the Terms
Neurotic Media may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Neurotic Media will make a new copy of the Universal Terms available at this location and any new Additional Terms will be made available to you from within, or through, the affected Services. You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Neurotic Media will treat your use as acceptance of the updated Universal Terms or Additional Terms.
16. General legal terms
Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
The Terms constitute the whole legal agreement between you and Neurotic Media and govern your use of the Services (but excluding any services which Neurotic Media may provide to you under a separate written agreement), and completely replace any prior agreements between you and Neurotic Media in relation to the Services. You agree that Neurotic Media may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. You also agree that if Neurotic Media does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Neurotic Media has the benefit of under any applicable law), this will not be taken to be a formal waiver of Neurotic Media's rights and that those rights or remedies will still be available to Neurotic Media. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
The Terms, and your relationship with Neurotic Media under the Terms, shall be governed by the laws of the State of Georgia, USA. You and Neurotic Media agree to submit to the exclusive jurisdiction of the courts located within the county of DeKalb, Georgia to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Neurotic Media shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
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