AIMONK LABS PRIVATE LIMITED.
       NEURALMARKER WEBSITE
       TERMS OF USE AGREEMENT
       Last Modified: July 12, 2020

                                                                                           
                                                                                                                                                                             
PLEASE READ THIS DOCUMENT CAREFULLY 

        
This document sets out the terms for access and use of all websites, and mobile websites owned and operated by AIMonk Labs Private Limited (“Company” or “we” or “us” or “our”), including, but not limited to websites, and mobile websites available at: https://neuralmarker.ai/; https://app.neuralmarker.ai/; https://documentation.neuralmarker.ai/; https://neuralmarker.slack.com, collectively called NeuralMarker platform (“Platform”). The platform is offered subject to Your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Company’s Privacy Policy, incorporated herein by reference) and procedures that may be published from time to time on the Websites by the Company (collectively, the "Agreement").

        By accessing or using our Platform in any way or clicking on a button or taking similar action to signify your affirmative acceptance of this Agreement, or completing the NeuralMarker account registration process, you hereby represent that:

         You have read, understood, and agree to be bound by all terms of this Agreement without modification and any future amendments and additions to this Agreement as published from time to time at https://neuralmarker.ai or on a subdomain. You are of legal age in the jurisdiction in which you reside to form a binding contract with NeuralMarker and;You have the authority to enter into the Agreement personally and, if applicable, on behalf of any company, organization, or other legal entity you have named as the user during the NeuralMarker account registration process and to bind that company, organization, or entity to the Agreement.

The terms "you," "user" and "users" refer to all individuals who access or use our Platform, including, without limitation, any companies, organizations, or other legal entities that register accounts or otherwise access or use the Platform through their respective employees, agents or representatives. Except as otherwise provided herein, IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

                                                                                                                                                                             Privacy Policy

       We take the privacy of our users very seriously. For the current NeuralMarker Privacy Policy, please click here.
       
         The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. Our Platform does not address anyone under the age of 13, and we do not knowingly collect information from anyone under the age of 13. If you learn that someone under the age of 13 has provided us with personal information contrary to these rules, please contact us as specified in the “Contact Information” section below. 

                                                                                                                                                                             Eligibility and Representation

         
To use our Platform, you must:be at least sixteen (16) years old; complete the registration process; agree to the Terms and provide true, complete, and up to date contact information.By using our Platform, you represent and warrant that you meet all the requirements listed above, and that you won't use our Platform in a way that violates any laws or regulations. You agree to maintain the accuracy of such information and promptly update such registration information as necessary. We may refuse service, close accounts of any users, and change eligibility requirements at any time.

                                                                                                                                                                            Intellectual Property Rights

   
(a) License.

         Company grants to You, and You do hereby accept, a limited, non-transferable, revocable license to access and make personal use of the platform and not to download, modify, alter, adjust, change, or amend the platform in any way. This license does not include:
the right to resale or commercially use the platform or its contents; or the right to make any collection and use of any copy, content, postings, or viewable materials; the right to make any derivative use of the platform or its contents; the right to any downloading or copying of information for the benefit of another merchant; the right to use data mining, web scraping, robots, spider/web crawler, offline readers, or similar data gathering and extraction tools; the right to reproduce, duplicate, copy, sell, resell, sublicense, or otherwise exploit the platform; the right to frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company; or the right to use any meta tags or any other "hidden text" utilizing Company's name or trademarks.the right to reverse engineer or otherwise decompile, decipher or derive any source code or underlying algorithms or ideas of any part of the Websites and Mobile Apps.the right to use the Websites and Mobile Apps in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the platform, including their ability to engage in real time activities through the platform.the right to use any device, software, or routine that interferes with the proper working of the platform.the right to introduce any viruses, Trojan horses, worms, or other material that is malicious or technologically harmful.to attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the platform, the server on which the platform is stored, or any server, computer, or database connected to the platform.the right to attack the platform via a denial-of-service attack or a distributed denial-of-service attack.the right to otherwise attempt to interfere with the proper working of the platform. Engaging in any unauthorized use terminates the permission or license granted herein.


     (b) Copyrights.

        All content (other than any profile information provided by You and any material posted to the platform by You/users), compilation of content, and software included or used on the platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, datasets, is the property of Company or its content suppliers and is protected by United States and international copyright laws. You hereby agree not to make any use of any of the copyrighted material or content appearing on the platform, without the express prior written permission of the Company.

     (c) Trademarks.

         Company's trademarks, identified on the platform with a ™ or ®, are the exclusive property of the Company. All other trademarks not owned by Company that appear on the Websites and Mobile Apps are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company. You hereby agree not to make any use of any of the trademarks appearing on the Websites and Mobile Apps, without the express written permission of the Company.


                                                                                                                                                                            Personal Information.

            The Company may utilize electronic means of information capture and usage such as cookies, domain name and host capture, browser software capture, IP address capture, and the like. Company reserves the right to collect and use such information in accordance with this Agreement and our Privacy Policy. If You actively submit personal information to Company, Company shall use commercially reasonable efforts to safeguard and protect such information and to use such information only for the purposes intended; however, YOU ACKNOWLEDGE THAT THE SUBMISSION OF PERSONAL INFORMATION IS AT YOUR RISK AND THAT YOU WAIVE ALL WARRANTIES AND LIMITS ALL LIABILITY ASSOCIATED WITH SUCH INFORMATION TO THE FULLEST EXTENT PERMITTED UNDER THE LAW.


            Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs,  audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained  therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other.  intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and  the Marks are provided on the Platform “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no  part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded,  translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written  permission.Provided that you are eligible to use the Platform, you are granted a limited license to access and use the Platform and to download or  print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all  rights not expressly granted to you in and to the Platform, the Content and the Marks.Payment and Commercial TermsThere are two general types  of users of the Platform, registered users that have registered with NeuralMarker or who have registered with an authorized third party that provides  access to our Platform ("Registered Users") and visitors of the Platform ("Visitors"), such as someone invited to view, collaborate or review content.If  you are a paid User, you agree to pay all per-use Subscription Fees or fees associated with your usage, as appropriate ("Subscription Fees"). All  subscriptions paid through third parties are subject to the third party's Terms and Conditions of Use, and we will not be responsible for anything  contained therein. You are responsible for payment of any sales or use taxes associated with the Subscription Fees or your use of our Platform. In  the event of your payment not being received by NeuralMarker, your paid User account will revert to a free User account until payment is received  by us. You agree that until your paid User account subscription is terminated or expires, you will continue to remain responsible for the subscription  payments, even if you do not use our Platform. Subscription payments are non-refundable.Prohibited BehaviourYou represent, warrant, and agree  that you will not contribute any Content or Feedback (each of those terms is defined below) or otherwise use the Platform or interact with the  Platform in a manner that: Infringes or violates the intellectual property rights or any other rights of anyone else (including NeuralMarker);Violates  any law or regulation, including, without limitation, any applicable export control laws;Is harmful, fraudulent, deceptive, threatening, harassing,  defamatory, obscene, or otherwise objectionable; Jeopardizes the security of your NeuralMarker account or anyone else’s (such as allowing someone  else to log in to the Platform as you);Attempts, in any manner, to obtain the password, account, or other security information from any other  user;Violates the security of any computer network, or cracks any passwords or security encryption codes;Interfere with, disrupt, or create an undue  burden on the Platform or the networks or services connected to the Platform;“Crawls,” “scrapes,” or “spiders” any page, data, or portion of or  relating to the Platform or Content (through use of manual or automated means);Harass, annoy, intimidate, or threaten any of our employees or  agents engaged in providing any portion of the Platform to you;Attempt to bypass any measures of the Platform designed to prevent or restrict  access to the Platform, or any portion of the Platform ;Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other  material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s  uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or  maintenance of the Platform;Encourage or help anyone do any of the things on this list;Decompiles, reverse engineers, or otherwise attempts to  obtain the source code or underlying ideas or information of or relating to the Platform.A violation of any of the foregoing is grounds for termination  of your right to use or access the Platform. Changes in Subscription plansWe may change our fees at any time by posting a new pricing structure to  our Platform and/or sending you a notification by email.FeedbackYou acknowledge and agree that any questions, comments, suggestions, ideas,  feedback, or other information regarding the Platform ("Feedback") provided by you to us are non-confidential and shall become our sole property.  We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of the  Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to  any such Feedback, and you hereby warrant that any such Feedback is original with you or that you have the right to submit such Feedback. You  agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your  Feedback. Notice of Copyright or Intellectual Property InfringementPlease notify us if you believe any of your intellectual property rights have been  infringed by a User of our Platform. Please email support@neuralmarker.ai for complaints and customer service inquiries.

                                                                                                                                                                            Disclaimer

THE  PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." NEURALMARKER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND NON-INFRINGEMENT. IN ADDITION, NEURALMARKER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE PLATFORM OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

                                                                                                                                                                            Limitation of Liability

YOUR EXCLUSIVE REMEDY AND NEURALMARKER'S ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THE PLATFORM SHALL BE LIMITED TO THE AMOUNT YOU PAID NEURALMARKER, IF ANY, DURING THE ONE-MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE LIABILITY .IN NO EVENT SHALL NEURALMARKER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

                                                                                                                                                                             Indemnity

You acknowledge to defend, indemnify and hold the company, its affiliates, subsidiaries, directors, officers, employees, agents, partners and any other licensors (each, an "Indemnified Party") harmless from and against any claim, disputes or demand, including reasonable attorneys' fees, made by a third party, relating to, or arising from:Your wrongful or improper use of the Platform;Your violation of any applicable laws, rules or regulations or any other applicable law through or related to the use of our Platform;The indemnifications set forth above will survive the termination or expiration of this Agreement and/or your use of the Platform.

                                                                                                                                                                             Account Suspension and Termination

We may terminate or suspend your access to use the Platform, without prior notice or liability, for any reason or no reason, including but not limited to if you breach any of the Terms. In particular, we may terminate or suspend Accounts that have been flagged for suspected fraudulent activities.Upon termination of your access to our Platform, including but not limited to suspension of your Account, right to use or access our Platform and any information associated with it will immediately cease and may result in forfeiture and destruction.Some provisions including but not limited to disclaimers, limitations of liability etc due to their nature shall survive termination of this Agreement. Termination of your access to and use of the Platform shall not relieve you from any obligations arising or accruing prior to such termination or limit any liability which they otherwise may have to NeuralMarker or any third party.If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.Changes to Terms of UseNeuralMarker reserves the right to modify the Terms of this Agreement or its policies at any time, effective upon posting of an updated version of this Agreement on its Platform. You should regularly review this Agreement, as your continued use of the Platform after any such changes constitutes your agreement to such changes.Dispute ResolutionDisputes are defined as any claim, controversy, or dispute between you and NeuralMarker, including any claims relating in any way to the present Agreement, any supplemental Terms, or the services, amendments, or any other aspects of the Agreement. Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted per the following terms:You and NeuralMarker agree to arbitrate any and all disputes by a neutral arbitrator appointed by us who has the power to award the same damages and relief that a court can.Any arbitration under these general terms will only be on an individual basis.Class arbitrations, class actions, private attorney general actions, representative actions and consolidation with other arbitrations are not permitted.You waive any right to have your case decided by a jury and further waive any right to participate in a class action against NeuralMarker.If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case, will there be a class or representative arbitration).All disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the provisions of Arbitration and Conciliation Act, 1996.Any arbitration hearing will occur in India, or another mutually agreeable location.Powers of Arbitrator The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and NeuralMarker. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator's decision is final and binding on you and NeuralMarker.Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor NeuralMarker can force the other to arbitrate as a result of this Agreement. To opt out, you must notify us in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, username (if any), the email address you used to set up your account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send opt-out notice to: support@neuralmarker.ai. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND NEURALMARKER RELATING TO YOUR WORK AS AN EMPLOYEE OR INDEPENDENT CONTRACTOR, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT CONTRACTOR AGREEMENT GOVERNING YOUR SERVICES.

                                                                                                                                                                        Representations and Warranties; User Content.


User Content; Representations and Warranties.

     You retain all ownership rights in any content, information, or materials You post, submit, publish, display, or transmit on the platform and/or to other users or other persons (collectively, “User Content”). YOU ASSUME ALL DUTIES AND OBLIGATIONS WITH RESPECT TO AND ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE PRIVACY LAWS GOVERNING ANY PERSONAL DATA CONTAINED IN YOUR USER CONTENT TO THE PLATFORM. In addition to and without limiting the foregoing, You represent and warrant that
(i) all information, including any personally identifiable information, you upload to the platform (the “Personal Data”) has been obtained by You in compliance with all applicable privacy laws and regulations, and

(ii) that You have obtained all required permission/consent to upload such Personal Data to the platform and for Company to receive/process such Personal Data in accordance with this Agreement and the Privacy Policy. In addition to and without limiting any other indemnification rights under this Agreement, should any law or regulation be violated in relation to the Personal Data, and a third-party claim be asserted against Company, You shall be obligated to indemnify and hold Company harmless as set forth above in this Agreement. Loss of DataThe company will maintain certain data that you transmit to the Platform for the purpose of managing the performance of the Platform, as well as data relating to your use of the Platform. Although the company performs regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that the company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against the company arising from any such loss or corruption of such data. Company has not reviewed all of the material and data posted to the platform by users, and Company cannot be held responsible for that material's content.The Company does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from Technologically Harmful Content. The platform may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The platform may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.

COMPANY DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM THE USE BY VISITORS/USERS OF THE PLATFORM, OR FROM ANY DOWNLOADING BY THOSE VISITORS/USERS OF CONTENT THERE POSTED.

Contact Information:
    
If you have any questions or concerns regarding the Terms of Use, feel free to contact us. The best way to contact us is to send an email to support@neuralmarker.ai.