Table of contents
Neurons Inc Platform
Terms & Conditions
1.1 By using the Neurons Inc Aps (hereafter “Neurons”) services, the Client (hereafter “Client”) is agreeing to be bound by this agreement (this “Agreement”) and the terms contained herein, unless the terms have been expressly deviated from or modified through another written agreement between both parties. A final agreement between the Client and Neurons is considered to have been finally concluded on these terms when the Client has accepted this Agreement electronically or otherwise accepted to Neurons in writing via Quote. None of the Client rights and entitlements in this Agreement shall however apply for free versions, trials and/or pilots as the rights and entitlements are considered valid for purchased subscriptions only.
Neurons and the Client are also hereinafter individually referred to as “Party” and collectively as “Parties”
2.1 “Affiliate(s)” shall mean any person(s) or entity/entities that directly or indirectly controls, or is controlled by, or is under common control with, the Client.
2.2 “Business Relationship” shall mean the business, professional or commercial relationship between the Client and Neurons for which they have entered into this Agreement.
2.3 “Clause” shall mean a clause of this Agreement.
2.4 “Confidential Information” shall mean any information, whether oral or written, communicated between the Parties which has not either been expressly stated to not be confidential, and/or which is listed in Clause 13.3(i), (ii), (iii), (iv), and (v).
2.5 “Client’s Affiliates” shall mean Affiliates of the Client.
2.6 “Client Data” shall mean any data, content, materials, information, intellectual property which specifically belongs to the Client.
2.7 “Custom Clause(s)” shall mean any Clause(s) of this Agreement that has been custom made/amended/edited/added and differs from the version of this Agreement found on the official website https://www.neronsinc.com.
2.8 “Disclosing Party” shall mean the Party disclosing Confidential Information to the Receiving Party.
2.9 “Intellectual Property Rights” shall mean to include, but not be limited to all software, codes, logos, name, designs, websites including designs of the websites, products, service, patents, inventions, trademarks, copyright, database rights, domain name, and other similar rights.
2.10 “Quote” shall mean the quote or statement of works (SOW) provided to the Client with details of their Service Package and Service Subscription.
2.11 “Platform” shall mean the medium provided by Neurons to the Client through which the Client is able to use the Service(s).
2.12 “Receiving Party” shall mean the Party receiving Confidential Information from the Disclosing Party.
2.13 “SaaS” shall mean software-as-a-service.
2.14 “Service(s)” shall mean, the service(s) provided by Neurons, and for which the Client obtains a Service Subscription for.
2.15 “Service Package” shall mean the category of subscription of Service(s) the Client has agreed to take.
2.16 “Service Subscription” shall mean the subscription of the Service(s) as mentioned in the Quote.
2.17 “Subscription Term” shall mean the initial term of the subscription of the Client to the Service(s) and Platform.
2.18 “Third-Party” shall mean any person or entity other than the Parties or their Affiliates.
2.19 “Third-Party Products” shall mean any products of third-parties.
2.20 “User(s)” shall mean person(s) who will have access to the Service, and for whom the Client shall take full responsibility for.
2.21 “User Information” shall mean the username, password and other data/information about the Client used to identify or sign in to the Platform.
2.22 “Unauthorized Use” shall mean any use of the Service(s) that is not in accordance with this Agreement, and shall also include use of the Service(s) that has not been authorized by the Client.
2.23 “Unauthorized Third-Party” shall mean any person who may have gained access to the Service, but who is not authorized to use the Service.
3.1 Neurons is a SaaS company that provides its clients with a service using applied neuroscience and AI to better predict and understand the customer experience. By using the Service, the Client gets access to the Neurons products and services delivered as a SaaS application based on the Subscription Package agreed upon and as described in this Agreement, the Quote, or otherwise agreed in writing.
3.2 The Client shall receive a Quote which shall specify, among other things, the exact Service being availed by them, the billing details, and the length of time for which the Service is being provided.
3.3 Subject to the terms and conditions of this Agreement, Neurons grants to the Client, a non-exclusive, non-transferable, non-licensable/sublicensable, limited right to access and use the Service(s) for its own internal business purpose during the Subscription Term, and in accordance with applicable package/order agreed upon.
3.4 The Client shall ensure that they are not in any way shape or form, legally prohibited from receiving or using the Service under the laws of the Country in which they are residing in, or from which they have access to the Service.
3.5 The Client understands that Neurons shall provide a password to the Client for using the Service, and that the Client shall be solely responsible for maintaining the confidentiality of all passwords issued to it. The Client further warrants that all User(s) to whom passwords are issued shall keep them confidential. The Client understands by being solely responsible for maintaining the confidentially of all passwords issued to it, that any loss or damage due to the use or any password issued to it by Neurons by any person other than the Client or User(s) shall not be borne by Neurons.
3.6 The Client acknowledges that Neurons may require that the passwords are changed from time to time.
3.7 The Client ensures that if there is any change to the Client’s or any User’s registered email address, the same shall be updated immediately by the Client to the Neurons Platform.
3.8 The Client ensures that all User(s) shall access and use the Service in compliance with this Agreement, and shall notify Neurons immediately if the Client becomes aware of any Unauthorized Use of any password issued to it, or if the Client believes that any such password may have become known to an Unauthorized Third-Party.
3.9 The Client understands that, unless written consent is given by Neurons, this Agreement does not give the Client’s Affiliates any right to use the Service(s).
3.10 The Client shall understand that other than the rights expressly specified in this Agreement or Service Package, no other right or interest is granted to the Client in connection with the Service. The Client shall ensure that they shall not:
i. Use the Service for purposes other than as stated in this Agreement or the agreed Service Package;
ii. Rent, lease, sell, distribute, to transfer in whole or in part, the right to use the Service Subscription/Subscription Package as mentioned in the Quote or otherwise agreed upon in writing or any part thereof to any Third-Party;
iii. Input, upload, transmit or otherwise provide to or through the Service any information or materials that are unlawful or injurious, threatening, pornographic, violent, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially/ethnically/or otherwise objectionable, or that contain, transmit, or activate any harmful code. Neurons reserves the right to remove any site hosting such content from the Service without notice;
iv. Attempt to discover or gain access to the source code for the software of the Service, understanding the Service or reverse engineer, decode, modify, decrypt, extract, disassemble, or decompile such software, or replicate a product providing the same Service, build a product using similar ideas, features, functions or graphics of the Service, or any competitive product or service, or copy any ideas features, functions or graphics of the Service;
3.11 Neurons reserves the right to develop and improve its products and Service(s), including their functionality in such a way as deemed appropriate or necessary by Neurons. Neurons may suspend or discontinue the subscribed products and Service(s) if it is a matter of short-term maintenance, support and service. In all such cases Client will be provided adequate notice.
4.1 The Client shall be charged a yearly non-refundable subscription fee, exclusive of any taxes, levies and duties, that shall be based on the agreed upon Subscription Package. The Neurons licenses are measured on the agreed number of activated unique User(s) within the yearly subscription period. Payment obligations of the Client are non-cancellable.
4.2 The Subscription fee shall remain subject to any additional charges that may be charged to the Client from time to time. All fees and charges shall be made available to the Client on the Service. Neurons may at any time introduce charges for components of the Service, which may have initially been provided without charge but shall give notice on the site of the introduction of any such charges.
4.3 The Client shall be responsible for providing complete and accurate billing and contact information to Neurons and such other information required by the agreed Subscription Package.
4.4 Charges may be subject to adjustment in the event that:
i. additional costs caused by defective materials supplied by the Client, by materials and/or data in an unsuitable format or a different format to that which Neurons may be expected to receive, or by materials and/or data of an unsuitable quality that are subject to normal processing; or
ii. the information supplied by the Client in connection with the Service(s) is inadequate, inaccurate or misleading; or
iii. the Client changes the requirements of the Service.
4.5 Neurons shall invoice the Client for all charges incurred by the Client and its User(s) regardless of the Service provided by Neurons.
4.6 Unless otherwise stated on invoices sent to the Client, all charges shall be paid within 30 days on receipt of invoices. Any valid and finally settled disputed overdue amounts shall be subject to an interest at a rate of 8% above the official discount rate of the Danish National Bank from time to time.
4.7 Neurons reserves its right, upon issuing a written warning, to suspend access to the Service to the Client and all User(s) for late payment of any sum due (excluding amounts disputed in reasonable and good faith) from the Client under any contract between the Client and Neurons, or for any breach of the terms of this Agreement.
4.8 Payment of all charges shall only be made in the currency in which they are invoiced and shall not be subject to any deductions whatsoever.
5.1 The Client(s) administrators will have access to online support via the designated customer onboarding/success managers who will respond no later than the next business day, defined as Monday to Friday CET time zone excluding any public holidays.
6 DEFECTS AND DELAYS
6.1 The Client shall, in writing, inform Neurons as soon as possible, about any critical defect and/or delay in the Service (e.g., the Platform is inaccessible or other issues causing a severe impact on delivery of agreed products and Service(s)). In such a circumstance, Neurons shall confirm receiving the complaint as soon as possible, and after analyzing the situation itself, and reaching a conclusion, shall inform the Client as soon as possible about the complaint regarding the defect and/or delay, and in the circumstance that Neurons has concluded that there is in fact a defect and/or delay in the Service, shall commit to start remedying the problem immediately thereafter. If Neurons cannot remedy the defect and/or delay within 2 weeks after the Client’s written complaint, the Client is entitled for a period of 2 weeks thereafter to cancel the agreement with effect from the date of the complaint and will in such case not be obliged to pay Neurons for the period after the date of the complaint, and any prepayment for the Subscription Package(s) agreed shall be refunded for the period after the date of the complaint.
6.2 The Client understands and agrees that they have no other legal remedies for breach of contract in the event of defects and/or delays, except for the right to cancel the Agreement as described in Clause 6.1 and Clause 12, or if any such remedies are included in a service plan agreed, with service levels and compensation, that is in effect and paid. Neurons thus waives liability for any indirect loss, including e.g., business interruption or loss of time etc. The Client understands and agrees that the products and Service(s) may from time to time contain minor software bugs, as the products and Service(s) are in ongoing development and ongoing feature updates will be provided.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Neurons holds all intellectual property rights to the Service, including all copyrights, exclusive rights to trademarks, code and graphic elements constituting the Service, its products, software, code, logo, name, design, and website including design of the website, which all make up valuable trade secrets and Confidential Information of Neurons. The Client acknowledges and accepts that this Agreement does not grant the Client any Intellectual Property Rights whatsoever in the Service, products, code, logo, name design, website including design of the website and its related software, and all rights are reserved by Neurons. The Client may only use such Intellectual Property Rights in compliance with this Agreement or the subscribed package. Any form, database, or software that is altered, conceived, made or developed in whole or in part by Neurons during or as a result of the Business Relationship with the Client shall become and remain the sole and exclusive property of Neurons. The Client agrees to make no claim in the rights or ownership of any such form, database or software.
7.2 Neurons acknowledges and accepts that the Client is the owner of all rights to the Client Data and content created by the Client using the service and that this agreement does not entail any reassignment of such rights.
8.1 The Client shall indemnify, defend and hold Neurons, and any of its affiliates, harmless, at the Client’s expense, against any Third-Party claim, suit, action or proceeding (each an “Action”) brought against Neurons and its officers/directors/employees/agents/service providers/licensors by any Third-Party not affiliated with Neurons to the extent that such Action is based upon or arises out of the following:
i. Unauthorized or illegal use of the Subscription Package and/or Service by the Client or the Client’s Affiliates;
ii. The Client or the Client’s Affiliates non-compliance with or breach of this Agreement;
iii. The Client or the Client’s Affiliates’ use of Third-Party Products;
iv. The Unauthorized Use of the Service and/or the Subscription Package by any other person using the Client’s User Information; or
v. The Client’s misappropriation or violation of any Third-Party’s Intellectual Property Rights where such claims are made against Neurons as a result of the Client’s use of the Service(s).
8.2 Where such a situation as illustrated in Clause 8.1 arises, the Client shall not, without first obtaining permission from Neurons, enter into any settlement that:
i. Imposes an obligation on Neurons;
ii. Requires Neurons to make an admission;
iii. Imposes liability on Neurons not covered by these indemnifications or places restrictions on Neurons.
9 LIMITED LIABILITY
9.1 Irrespective of the basis on which a claim is made, hereunder defects, delay, product and service liability etc. and irrespective of the degree of negligence, Neurons and its management and employees are not liable for any direct, special, incidental, consequential, or exemplary damages, or other indirect loss, damage or injury, including – but not limited to – loss of revenue and/or profits, loss of use, business interruption, loss of data or software, costs in connection with re- establishment and/or updating thereof, distortion of messages, loss of contracts, interest, goodwill or anticipated savings on save as aforesaid for any loss, damage or injury of any kind whatsoever, or violation of your rights by any Third-Party, even if Neurons have been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based, and Neurons shall not be liable for any injury or damage to the Client, the Client’s properties, business, employees, agents, or the Client’s customers in any way related to or arising out of the Service(s) or the use or implementation hereof the Client’s direct or indirect losses or consequential losses such as, but not limited to, business interruption, loss of profits, loss of data, software, costs in connection with re-establishment and/or updating thereof, loss of goodwill, distortion of messages, or loss of expected savings.
9.2 Unless otherwise expressly agreed in writing, Neurons gives no warranties, representations, conditions, or guarantees of any kind whatsoever, either express or implied by law (in contract or tort or otherwise) or custom, including – but not limited to – those regarding merchantability, fitness for purpose, correspondence to sample, title, design, condition, or quality. Without limiting the above, Neurons does not warrant that the procurement of the Service(s) shall be free from interruption or errors.
9.3 Where materials are supplied or specific instructions are given by the or any User on its behalf, Neurons shall have no liability caused by defects in or the unsuitability of such materials so supplied or by Neurons adherence to such specific instructions.
9.4 The Client acknowledges and agrees that the Client cannot bring or initiate any act or proceeding against Neurons arising out of the agreement or relation to the Service(s) no later than 6 months after the cause of action has arisen.
9.5 If for any reason, Neurons becomes liable to the Client for direct damages for any cause whatsoever, and regardless of the form of action (in contract or tort or otherwise), incurred in connection with the agreement then the aggregate liability of Neurons for all damages, injury, and liability incurred by the Client in connection with the Service, shall be limited to an amount equal to the amount actually paid by the Client for the Service and any other separately quoted for Service(s) during the immediately preceding 6 months period.
10 ASSIGNMENT OF RIGHTS
10.1 The Parties shall not be entitled to assign their rights and obligations under the Agreement, or the Subscribed Package, without the express written consent of the other Party, to a successor unless by reason of merger, reorganization, sale of substantial or all the Party’s assets, change of control or operation of law. Under no circumstances shall the express written consent be unreasonably withheld.
11.1 The Parties expressly acknowledge that this Agreement and all ancillary and related documents thereto are drafted in the English language only, and further acknowledge that all communication between the two Parties must be in the English language.
12.1 Either party may terminate the agreement by giving 30 days written notice. However, said written notice must be given no later than 30 days before the end of the current contracted subscription period. In cases where the Client has a multi-year agreement, then a notice for termination must be provided no later than 30 days before the end of the multi-year agreement period. Payments already made, including prepayments or billing, are not reimbursed in the event of termination unless regulated by Clause 6.1.
12.2 Both Parties acknowledge that they are obligated to fulfil the full subscription and/or multi-year agreement in case of termination and the Client is obligated to pay any non-billed subscription within the period. If the Agreement is not terminated by the 30 days written notice before the end of the Subscription Term, the Client accepts that Neurons will renew the same subscription and agreement.
12.3 On expiry of the Agreement, irrespective of the cause, the Client has the right to export their own data from Neurons within 30 days after the expiry of the agreement. Neurons can on request export the data for free in standard format and if further assistance is needed, Neurons can assist against an agreed payment. After expiry of the said 30 days, Neurons has the right to delete the Client’s data upon the completion of the Term.
13 CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION
13.1 The Parties undertake to treat and protect any Confidential Information disclosed to it by the other Party, using the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind, but in no event less than reasonable care.
13.2 The parties undertake for an indefinite period of time to not use, disclose or transfer any Confidential Information other than as authorized in writing by the Disclosing Party to the Receiving Party, and to otherwise keep all circumstances secret vis-a-vis any Unauthorized Third-Party to which a party has obtained knowledge about the other party or its activities as a result of the cooperation.
13.3 The contents of Clause 12.1 shall not apply in the following situations:
i. Where the information was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party;
ii. Where the information becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party;
iii. Where the information is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure;
iv. Where the information is obtained by the Receiving Party from a Third-Party without breach of such Third-Party’s obligations of confidentiality;
v. Where the information is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; and
vi. Where the information is required by law to be disclosed by the Receiving Party, provided that when possible, the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
13.4 Neurons is entitled to publish Client logos and confirm to other parties that the Client is a client of Neurons.
13.5 Administrators and admin-roles in Neurons may receive emails with information and can always choose preferences and unsubscribe.
14.1 The subject headings of these terms and conditions are included for purposes of convenience only and shall not affect the construction or interpretation of any of its conditions.
15 CHOICE OF LAW AND VENUE
15.1 Any dispute must be determined in accordance with Danish Law. Each party submits to the jurisdiction of the District Court of Copenhagen, Denmark. Any dispute will be carried out in English language.
16.1 If any part of this Agreement is deemed to be unlawful and invalid and thus unenforceable, this will not affect the validity and the enforcement of the remaining parts of this Agreement.
i. Neurons may revise/modify any part or all of the Agreement by posting a revised/modified/new terms and conditions on their official site https://www.neronsinc.com. The revised version will become effective and binding on the Client and Neurons on the next business day after it is posted. However, Neurons will provide notice to the Client either by email or in-app notification (or both) within reasonable time before the revised/modified/new terms and conditions are posted and made effective.
ii. Unless any revision/modification/new terms and conditions by Neurons is required by law, the Client may object to any revised/modified/new terms and conditions, and shall notify Neurons in writing within 14 days after receiving notice of the revised/modified/new terms and conditions. In such a circumstance, Neurons and the Client will try to mutually agree to any objections and revisions, however if no mutual agreement can be reached, the Business Relationship between Neurons and the Client shall be governed by this Agreement, until the next renewal date, after which the Client and Neurons shall be bound by the revised/modified/new terms and conditions.
iii. Where the revision/modification/new terms and conditions by Neurons is a requirement of law, and the said revision/modification/new terms and conditions are not acceptable to the Client, then the Agreement and subscribed package(s) shall be terminated.
iv. This Clause 17.1, and any amendments made to the Agreement on the official website shall not apply to any Custom Clause(s) in an Agreement, until and unless Neurons is legally obligated to make the amendment/change in the Custom Clause.
17.2 Actions Permitted: Except for actions of non-payment or breach of a Party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.
17.3 Entire Agreement: This Agreement (including the subscribed packages) along with any data protection policy signed between the Parties shall make up the entire agreement between the Parties for the sake of the Business Relationship, and supersedes all other proposal(s), agreement(s), memorandum(s) of understanding, and non-disclosure agreements between the Parties, and any and all other such agreements/proposals/memorandums of understanding/non-disclosure agreements between the Parties shall cease to take effect.
17.4 Authority: Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its terms.
17.5 Affiliates: The Client warrants that where it has authorized use of the Service(s) to its Affiliates, or where due to the business/company structure of the Client, the Client’s Affiliates has access to the Service(s), the Client’s Affiliates shall be bound by the same terms of this Agreement (or any agreed upon changes in terms after signing of the Agreement), and that the Client shall be legally responsible for any breach of the terms of this Agreement or Unauthorized Use of the Service(s) by the Affiliate(s), and that Neurons reserves the right to bring any legal action against the Client.