neuromore End-User Agreement (“EUA”) for Business Offerings
Effective Date: March 8, 2023
This EUA is a legal agreement between the customer (collectively whether on behalf of yourself or if you are representing a corporation or entity, the Authorized Users, referred to herein as “You” or “Your), and neuromore co (“neuromore”). This EUA governs Your use of the neuromore subscription-based content, products or services listed on www.neuromore.com (the “Website”), through our mobile applications (the “Apps”), our Software as a Service Platform (the “Platform”), our Neuromore Studio, Neuromore Engine, or via partner websites or other delivery methods to You (the Website, the Platform, Neuromore Studio, Neuromore Engine and such content, products, services and the Apps are collectively referred to herein as the “Services”).
BY DOWNLOADING, INSTALLING, REGISTERING OR OTHERWISE USING THE NEUROMORE SERVICES, OR CLICKING AN “I ACCEPT” OR “CONTINUE” BUTTON ASSOCIATED WITH THIS EUA, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY AND EXPLICITLY ACKNOWLEDGE AND AGREE THAT THIS IS A BINDING EUA AND YOU HEREBY AGREE TO THE TERMS OF THIS EUA AND ACCEPT NEUROMORE’S OFFER TO PROVIDE A SUBSCRIPTION (OR WHERE APPROPRIATE ALICENSE) TO THE NEUROMORE SERVICES PURSUANT TO THE TERMS HEREIN. IF YOU ARE AN EMPLOYEE OR OTHER REPRESENTATIVE ENTERING INTO THIS EUA ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU HEREBY REPRESENT AND WARRANT TO NEUROMORE THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THIS EUA ON BEHALF OF THE CORPORATION OR ENTITY AND BIND IT TO THE TERMS AND CONDITIONS CONTAINED IN THIS EUA; AND (B) YOU ARE OVER THE AGE OF 18 YEARS OLD. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS EUA OR ARE NOT AUTHORIZED TO ENTER INTO THIS EUA ON BEHALF OF THE CORPORATION OR ENTITY, DO NOT DOWNLOAD, INSTALL, REGISTER OR OTHERWISE USE THE NEUROMORE SERVICES.
THIS EUA CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST NEUROMORE TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST NEUROMORE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. neuromore reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this EUA and to impose new or additional rules, policies, terms, or conditions on Your use of the neuromore Services. neuromore will communicate changes to this EUA by posting the new version of the EUA on its website at www.neuromore.com or as otherwise determined by neuromore in its sole discretion, or as otherwise required by Applicable Law, at which time such updated EUA will be immediately effective. Your continued use of any neuromore Services after such notification of changes to this EUA will constitute Your acceptance of any and all such changes.
neuromore makes no representations that the neuromore Services are appropriate for use in other locations outside of the United States. If You use the neuromore Services in or from locations outside the United States, You are responsible for compliance with all Applicable Laws and regulations as it relates to Your User Data.
“Applicable Law” shall mean all applicable laws, regulations, ordinances, rules, codes and orders of governmental authorities having jurisdiction over neuromore and You.
“Authorized Users” means the following individual persons authorized to use the Software pursuant to the rights granted under this Agreement: If You represent a Corporation or Entity, Your employees and persons performing services for You.
“Device” means any computer, tablet, smartphone, or other electronic device used to access and use the neuromore Services.
“Subscription Term” means the period of time for which neuromore has committed to provide, and You have committed to pay for, the neuromore Services, either monthly or annually.
“Third Party Product” means any non-neuromore-branded products and services, including open source Software.
“User Data” means all content and materials backed up, stored, indexed, or otherwise transmitted by You using the Services.
“Usage Data” means any and all aggregated and anonymized information reflecting the access or use of the neuromore Service by or on behalf of You, including, but not limited to, visit-, session-, or stream-data and any statistical or other analysis, information or data based on or derived from any of the foregoing.
3.0 SUBSCRIPTION AND LICENSE GRANT.
Subject to this EUA, and Your payment of any applicable subscription fees, neuromore grants You a limited, non-exclusive, non-transferable, revocable, subscription to use the Services during the Subscription Term solely for Your personal use or Your internal business purposes. To the extent some of the Services will reside on Your computer or DDevice, and subject to this EUA, and Your payment of any applicable subscription fees, neuromore grants You a limited, non-exclusive limited license to use the Services during the Subscription Term.The Services contain or embody copyright material, proprietary material or other intellectual property of neuromore or its licensors. All right, title and ownership in the Services remain with neuromore or its licensors, as applicable. The rights to download and use the Services are provided to You under a subscription or license and are not being sold to You, and You have no rights in it other than to use it in accordance with this EUA. To the extent You provide any suggestions, comments or other feedback related to the Services (“Feedback”), You hereby grant neuromore a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, redistribute, broadcast, transmit, create derivative works from and incorporate in other works such Feedback or subject matter thereof in any way and without limitation. You agree that You will not and You will not assist or permit any third party to:
- Copy, download, distribute, republish, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, decompile, or disassemble and Services in any way, or create derivative works of the Services;
- Use the Services or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever;
- Rent, lease, loan, make available to the public, sell or distribute the Services in whole or in part;
- Tamper with the Services or circumvent any technology used by neuromore or its licensors to protect any content accessible through the Services;
- Use the Website or the Services for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and You agree that You will comply with all laws, rules and regulations related to Your use of the Website and the Services.
- Circumvent any territorial restrictions applied to the Services; or
- Use the Services in a way that violates this EUA.
4.1 BECOMING A MEMBER.
You may sign up as a neuromore registered user of the Website free of charge (a “Member”). To become a Member, You need to go to the relevant section of the Website or the App, where You will be asked to submit certain information about Yourself or, if appropriate, You will be asked to submit certain corporate information related to You. You also may be asked to submit other information related to Authorized Users. You are responsible for maintaining the confidentiality of the user ids and passwords of You and your Authorized Users and for restricting access to Your Devices to further help protect such information. As a neuromore Member, You will receive access to certain sections, features, and functions of the Website that are not available to non-members. To enjoy neuromore via Your smartphone or other Device, Your Devices must satisfy certain system requirements. These requirements can be found on the neuromore Website and, if applicable, the Google, Apple and Amazon App marketplaces.
(a) neuromore Members may access the Services in two ways:
(i) Free Base Subscription: a free-of-charge service, which gives limited access to selected content.
(ii) Paid Subscription: a subscription fee-based service that gives You access to paid content during the period of the Subscription Term.
(b) neuromore will offer You the opportunity to subscribe to either the monthly or annual subscription fee, as applicable.
(c) You agree to promptly notify neuromore of any changes to the payment method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by You.
(d) Our obligation to provide a Service commences when neuromore takes receipt of Your order, and neuromore confirms Your purchase to You by email. neuromore shall confirm Your order and assign You with an email to confirm Your access to the subscription purchased. Please quote the order number in all subsequent correspondence with neuromore. All prices are in US Dollars. You agree not to hold neuromore responsible for banking charges incurred due to payments on Your account. If payment is not received by neuromore from the Payment Method You provided, You agree to pay all amounts due upon demand by neuromore. You agree that You are not permitted to resell any Services purchased through neuromore for commercial purposes.
BY ACCEPTING THIS EUA AND USING NEUROMORE SERVICES, YOU EXPRESSLY AUTHORIZE NEUROMORE TO BILL AND COLLECT PAYMENT FROM YOU BY ANY PAYMENT METHOD YOU REGISTER WITH NEUROMORE INCLUDING, BUT NOT LIMITED TO, YOUR CREDIT CARD, BANK ACCOUNT, OR ONLINE PAYMENT SYSTEM SUCH AS STRIPE. YOU CONSENT TO NEUROMORE PROVIDING SUCH PAYMENT INFORMATION TO ITS THIRD PARTY PAYMENT PROCESSOR FOR THE SOLE PURPOSE OF PROCESSING YOUR PURCHASES.
4.3 CHANGING FEES.
neuromore may at any time and from time to time, in its sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. neuromore will notify You by email approximately 30 calendar days in advance of any such change. Any price changes will take effect after the expiry of the then-current Subscription Term (i.e., the term that You have already paid for).
4.4 CANCELLATION BY YOU.
You may cancel a subscription at any time. Cancellation is effective at the end of the applicable Subscription Term. You will not receive a refund if You cancel midway through a Subscription Term. Please make any such cancellation through Your account settings.
YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE PUBLISHED RATE, UNLESS YOU CANCEL BEFORE THE START OF THE NEXT SUBSCRIPTION RENEWAL DATE. YOU MAY CANCEL YOUR SUBSCRIPTION BY EMAILING US AT CONTACT@NEUROMORE.COM. UNLESS YOU LOG INTO YOUR ACCOUNT TO DESIGNATE OTHERWISE, SUCH RENEWAL WILL ALWAYS BE FOR THE LENGTH OF YOUR PRIOR SUBSCRIPTION TERM. AT THE TIME OF RENEWAL, THE PAYMENT METHOD YOU HAVE DESIGNATED TO BE CHARGED FOR THE SUBSCRIPTION OF THE NEUROMORE SERVICES WILL AUTOMATICALLY BE CHARGED THE THEN-CURRENT FEES FOR THE APPLICABLE SUBSCRIPTION.
4.5 CANCELLATION BY US.
neuromore may suspend or terminate Your use of the Services as a result of Your fraud or breach of any obligation under this EUA. Such termination or suspension may be immediate and without notice. A breach of this EUA includes, without limitation, the unauthorized copying or download of neuromore’s audio or video content from the Website or the App. neuromore may terminate Your use of the Services if at any time, the Services cease to be offered by neuromore, or if neuromore ceases operations. neuromore will make every effort to notify You of such a change in advance. neuromore may, suspend or terminate any or all Services to some or all of the members: (i) following a possible or actual security breach or cyber-attack on neuromore; (ii) in order to protect neuromore’s network; (iii) if required by a governmental entity or law enforcement agency; (iv) if a Member is using a Device that is defective or illegal; (v) upon the termination or expiration of a subscription term;(vi) if payment for a subscription is not received by the subscription renewal date, or (vii) as otherwise allowed under this EUA. We may also terminate Your use of the Services at any time at our sole discretion on sixty days notice.
4.6 YOUR USER DATA AND USAGE DATA.
UNLESS OTHERWISE PROVIDED HEREIN, PERMITTED BY NEUROMORE’S PAYMENT PROCESSOR, OR REQUIRED BY APPLICABLE LAW, ALL FEES ARE NON-CANCELABLE AND NON-REFUNDABLE.
4.8 SERVICE DISRUPTIONS.
Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. neuromore will restore the Services as soon as it reasonably can. In the event that the Services are unavailable, neuromore’s usual order and cancellation deadlines apply; please notify neuromore of changes to Your order via email to email@example.com.
5.0 INTELLECTUAL PROPERTY.
All materials (including software and content whether downloaded or not) contained on the Website or the Services are owned by neuromore (or neuromore’s affiliates and/or third-party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, You shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in this EUA, and any other relevant terms and conditions provided to You without neuromore’s prior written permission. You acknowledge and agree that certain materials on the Website and in the Services are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions within this EUA against You. Audio or video content from the neuromore App not explicitly indicated as downloadable may not be downloaded or copied from the Website or the Services or any Device.
“neuromore”, the neuromore logo and all other neuromore product or service marks are trademarks of neuromore. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on the Website or the Services are the property of their respective owners. Nothing grants You any license or right to use, alter or remove or copy such material.
5.3 OPEN SOURCE CONTENT.
The neuromore Services may contain components subject to the terms and conditions of open source software licenses.
6.0 MEDICAL DISCLAIMER.
6.1 neuromore is a provider of online and mobile subscriptions for educational content in the health and wellness space. NEUROMORE IS NOT A MEDICAL DEVICE, NOR DO WE PROVIDE MEDICAL ADVICE. While there is third party evidence that meditation can assist in the prevention and recovery process for an array of illnesses as well as in improving an array of performance and relationship issues, neuromore makes no claims or guarantees that this will be the case by using the Services. If You or any Authorized Users experience medical issues or need medical advice, You should consult your doctor.
6.2 Any health information and links on the Services, whether provided by neuromore or by contract from outside providers, is provided simply for Your convenience.
6.3 ANY ADVICE OR OTHER MATERIALS ON THE SERVICES ARE INTENDED FOR GENERAL INFORMATION PURPOSES ONLY. THEY ARE NOT INTENDED TO BE RELIED UPON AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE BASED ON YOUR PERSONAL CIRCUMSTANCES. NEUROMORE IS NOT LIABLE OR RESPONSIBLE FOR ANY ACTIONS TAKEN DUE TO YOU HAVING READ OR BEEN TOLD ABOUT SUCH ADVICE OR OTHER MATERIALS. IN PARTICULAR, TO THE FULLEST EXTENT PERMITTED BY LAW, NEUROMORE GIVES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, OR SUITABILITY FOR ANY PURPOSE OF THE ADVICE, OTHER MATERIALS AND INFORMATION PUBLISHED ON THE SERVICES.
7.0 DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE.
neuromore is committed to complying with copyright and related laws, and neuromore requires You to comply with these laws when using the Services.. Accordingly, You may not store any material or content on, or disseminate any material or content over, the Services in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is neuromore’s policy to terminate privileges of any user who infringes the copyright rights of others upon receipt of proper notification to neuromore by the copyright owner or the copyright owner’s legal agent. If You feel that a posted message is objectionable or infringing, neuromore encourages You to contact neuromore immediately. Upon neuromore’s receipt of a proper notice of claimed infringement under the DMCA, neuromore will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom You should address such notice is listed below. If You believe that Your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide neuromore’s designated agent with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that You claim has been infringed;
- A description of where the material that You claim is infringing is located on the Services; Your address, telephone number, and email address;
- A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- A statement by You, made under penalty of perjury, that the information contained in Your report is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Our designated agent for notice of claims of copyright infringement can be reached as follows: By Mail: neuromore co 382 NE 191st St #2633 Miami, Florida 33179-3899 United States of America By E-Mail: firstname.lastname@example.org Subject line: DMCA
8.0 GENERAL TERMS AND CONDITIONS.
8.1 ASSIGNMENT BY US.
neuromore may transfer its rights and obligations under this EUA to any company, firm or person at any time. You may not transfer Your rights or obligations under this EUA to anyone else. This EUA is personal to Youand no third party is entitled to benefit under this EUA except as set out here.
8.2 INDEMNITY BY YOU.
You agree to defend, indemnify and hold neuromore and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from Your use of the Services, Your placement or transmission of any message, content, information, software, or other submissions through the Services, or Your breach or violation of the law or of this EUA. neuromore reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with neuromore’s defense of such claim.
8.3 WARRANTIES AND LIMITATIONS.
(a) THE SERVICES AND THEIR CONTENT ARE PROVIDED ON AN “AS IS” BASIS AND NEUROMORE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO IT, EXPRESS OR IMPLIED, AS TO THE TIMELINESS, ACCURACY, COMPLETENESS OR CURRENCY OF THE SERVICES OR THEIR CONTENT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY NEUROMORE. NEUROMORE DOES NOT WARRANT THAT THE NEUROMORE SERVICES OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, WILL BE COMPATIBLE WITH YOUR DEVICES, OR THAT THE OPERATION OF THE NEUROMORE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF NEUROMORE SERVICES IS WITH YOU. NEUROMORE MAKES NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF CONTENT AND INFORMATION POSTED ON THE SERVICES WILL NOT INFRINGE RIGHTS OF THIRD PARTIES.
(b) Third Party Products may carry a limited warranty from the third-party publisher, provider or original manufacturer of such Third Party Products. To the extent required or allowed, neuromore will pass through to You manufacturer warranties related to such Third Party Products, if any. Notwithstanding the foregoing, You acknowledge that neuromore is not responsible for the fulfillment of any Third Party Product warranty or for problems attributable to use of Third Party Products. ALL THIRD PARTY PRODUCTS ARE PROVIDED BY NEUROMORE ON AN “AS IS” BASIS.
(c) You represent and warrant that (a) You shall use the neuromore Services only for lawful purposes, and will comply with all Applicable Laws; (b) You shall use the neuromore Services only for Your internal business needs and for no other commercial or third party uses; and (c) Your access to and collection, use, relocation, storage, disclosure and disposition of User Data shall comply with all Applicable laws, including without limitation, all privacy and data security laws.
(d) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
8.4 APPLICABLE LAW.
Your use of the Services is governed by the terms and conditions this EUA and shall be construed and enforced in accordance with the laws of the State of Delaware, United States..
8.5 NO WAIVER.
If neuromore delays exercising or fails to exercise or enforce any right available to neuromore under this EUA, such delay or failure does not constitute a waiver of that right or any other rights under this EUA.
8.6 FORCE MAJEURE.
neuromore will not be liable to You for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by neuromore to comply with this EUA, where such lack, unavailability or failure arises from any cause beyond neuromore’s reasonable control.
In this EUA, unless the context requires otherwise: i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
8.8 WRITTEN COMMUNICATIONS.
Applicable Laws require that some of the information or communications neuromore sends to You should be in writing. When using the Services, You accept that communication with neuromore will be mainly electronic. neuromore will contact You by e-mail or provide You with information by posting notices on the Services. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that neuromore provides to You electronically comply with any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.
Except as otherwise noted in this EUA, all notices given by You to neuromore must be given to neuromore at email@example.com. neuromore may give notice to You at the e-mail address You provide to neuromore when You register. Notice will be deemed received and properly served immediately when posted on the Services or when an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
If any court or competent authority decides that any of the provisions of this EUA are invalid, unlawful or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by law.
8.11 ENTIRE AGREEMENT.
This EUA and any document expressly referred to herein constitute the whole agreement between You and neuromore and supersedes all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between You and neuromore relating to their subject matter. You and neuromore acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this EUA or the documents referred to herein.
8.12 THIRD PARTY RIGHTS.
A person who is not party to this EUA will not, subject to section 7 (DMCA), have any rights under or in connection with this EUA.
8.13 ALLOCATION OF RISK.
You acknowledge and agree that neuromore has set its prices and entered into this EUA and permitted Your subscription to the neuromore Services in reliance upon the disclaimers of warranty and the limitations of liability in this EUA, that the same reflect an allocation of risk between neuromore and You (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between neuromore and You. If are You are subject to Applicable Laws that prohibit You from indemnifying neuromore as set forth herein or prohibit You from entering into the risk allocation arrangement set forth herein, then (a) the terms of such provisions of this EUA shall apply to Youonly to the fullest extent permitted by Applicable Law, it being understood that You and neuromore each wish to enforce the provisions of this EUA to the maximum extent permitted by Applicable Law; and (b) You must, within thirty (30) days of the commencement of the Subscription Term, notify neuromore via email (directed firstname.lastname@example.org) to specifically identify the Applicable Laws that apply to You and the resulting modifications to the risk allocation and indemnification provisions of this EUA as a result of the application of such Applicable Laws.
8.14 NEUROMORE LIABILITY.
IN NO EVENT SHALL NEUROMORE OR ITS AFFILIATES, SUPPLIERS, CLIENTS, OR LICENSORS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS, LOST USER DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF USER DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL OR FOR ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SERVICES OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SERVICES, OR ANY ERRORS, VIRUSES OR BUGS CONTAINED IN THE SERVICES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall the Protected Entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of You on or through the Services. In no event shall the total aggregate liability of the Protected Entities to You for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from this EUA of use or Your use of the Services exceed, in the aggregate, the amount, if any, paid by You to neuromore for Your use of the Services during the previous Subscription Term.
8.15 EXPORT COMPLIANCE.
You may not use or otherwise export or re-export the Services except as authorized by United States law and the Applicable Laws of the jurisdiction in which the Services were obtained. In particular, but without limitation, the Services may not be exported or re-exported (i) into any U.S. embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by United States law.
8.16 ENGLISH LANGUAGE CONTROLS.
This EUA was prepared in the English language.
Any questions regarding this EUA should be directed to email@example.com.
9.1 AGREEMENT TO ARBITRATE.
This section 9 is referred to in this EUA as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between You and neuromore, whether arising out of or relating to this EUA (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between You and neuromore, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that You may assert individual claims in small claims court, if Your claims qualify. Further, this Arbitration Agreement does not preclude You from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against neuromore on Your behalf. You agree that, by entering into this EUA, You and neuromore are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
9.2 PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF.
YOU AND NEUROMORE AGREE THAT BOTH YOU AND NEUROMORE MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND NEUROMORE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
9.3 PRE-ARBITRATION DISPUTE RESOLUTION.
neuromore is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to neuromore should be sent to the email address set forth in section 8.9 above (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If neuromore and You do not resolve the claim within sixty (60) calendar days after the Notice is received, You or neuromore may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by neuromore or You shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which You or neuromore is entitled.
9.4 ARBITRATION PROCEDURES.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this EUA as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this EUA and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless neuromore and You agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If Your claim is for $10,000 or less, neuromore agrees that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If Your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
9.5 COSTS OF ARBITRATION.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Without limiting the severability provision of this EUA, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of this section 9 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Agreement will continue to apply.
9.8 FUTURE CHANGES TO ARBITRATION AGREEMENT.
Notwithstanding any provision in this EUA to the contrary, neuromore agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while You are a user of the Services, You may reject any such change by sending neuromore written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, You are agreeing that You will arbitrate any dispute between You and neuromore in accordance with the language of this Arbitration Agreement.
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