TABLE OF CONTENTS
1. SCOPE AND APPLICATION: What and who this Policy covers.
2. COLLECTION OF INFORMATION: The sources of and methods by which we, our service providers and our advertisers collect information from and about you, including information about your interaction with Neurobic.
3. USE AND DISCLOSURE: How we use the information we collect from and about you, and who we might share it with and why.
4. SECURITY: How we protect your information from loss or misuse.
5. USER ACCESS AND CONTROL: How you can access and control the information we maintain about you.
6. OTHER IMPORTANT INFORMATION: Other things you should know about this Policy and how we handle your information.
7. CONTACT US: How to contact us about this Policy.
use to obtain information about you; tells you how we use, share and protect your information; and what choices you have about
how your information is used.
Information You Provide Directly to Neurobic
If you are interested in obtaining information, products or services from Neurobic, or participating in certain activities through the Services, you may need to provide us or our service providers with information about yourself. For example:
Information We May Collect Automatically
In addition to information you choose to provide to us, Neurobic and our service providers also use standard technologies to automatically collect certain additional information. For example:
You have the choice to set your browser to accept all cookies, reject all cookies, or notify you when a cookie is set. (Each browser is different, so check the "Help" menu of your browser to learn how to change your cookie preferences.) You can manage the use of Flash technologies, with the Flash management tools available at Adobe’s website, see http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html It is up to you whether to allow us to send you cookies. However, if you do not accept cookies from us, your ability to use some aspects of our Services will be limited, such as or online games.
Information Contained in User Content
Information from Other Sources
Neurobic and our service providers may supplement the information we collect from and about you with information from other sources, such as publicly available information from social media services, commercially available sources and information from Neurobic Affiliates or business partners.
Third-Party Online Advertising
These and other third-party companies may also be members of the Network Advertising Initiative ("NAI"), which offers a single location to opt out of receiving tailored ads from member companies. To opt out, please visit the NAI consumer opt-out page. Alternatively, you can obtain information about the technologies that member companies use or their own privacy policies by visiting the opt-out page. Also, through the Digital Advertising Alliance ("DAA"), several media and marketing associations have developed an industry self-regulatory program to give consumers a better understanding of and greater control over ads. Specifically, these are ads that are customized based on their online behavior across different desktop and mobile web browsers and apps. To make choices about interest-based ads from participating third parties, please visit the DAA consumer opt out page. You may download the AppChoices app at www.aboutads.info/appchoicesto opt-out in mobile apps.
Do Not Track Signals
California Law requires us to disclose how we respond to “Do Not Track” signals. At this time, we do not respond to browser ‘Do Not Track’ signals, as we await the work of interested stakeholders and others to develop standards for how such signals should be interpreted.
Neurobic and our service providers may use information that we collect from and about you for a variety of business purposes, including:
In order to make our content and Services more interesting and relevant to you, we may use the information we collect from and about you to make inferences and predictions about your potential areas of interest. When the information collected from or about you does not identify you as a specific person, we may use that information for any purpose or share it with third parties, to the extent permitted by applicable law.
When information we collect is aggregated, anonymized or otherwise does not identify you, we may use that information for any
purpose or share it with third parties, to the extent permitted by applicable law.
You may opt out of having your personal information used or disclosed for certain purposes.
254 Chapman Road
Topkis Building, Suite 100
Newark, DE 19702 USA
Toll Free: 888-454-1265
254 Chapman Road
Topkis Building, Suite 100
Newark, DE 19702 USA\
We will try to comply with your request(s) as soon as reasonably possible. Please note that we are not required to respond to a customer's request more than once in a calendar year, nor are we required to respond to any request that is not sent through one of the methods designated above.
Remember that even after you cancel your account, copies of some information from your account may remain viewable in some circumstances where, for example, you have shared information with social media or other services. Because of the nature of caching technology, your account may not be instantly inaccessible to others. We may also retain backup information related to your account on our servers for some time after cancelation for fraud detection or to comply with applicable law or our internal security policies. It is not always possible to completely remove or delete all of your information due to technical constraints, contractual, financial or legal requirements.
Third Party Sites
Visiting Our Services from Outside the United States
Please be aware that your personally identifiable information may be accessed from, transferred to, processed, and stored in any
country where we have facilities or engage service providers. By using the Services or providing us with any personal information
through the Services, you consent to the transfer, processing and storage of your personal and non-personal information in
countries outside your country of residence, including the United States, where the data protection and other laws might be
In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in the United States
254 Chapman Road
Topkis Building, Suite 100
Newark, DE 19702 USA
Toll Free: 888-454-1265
Your access to and use of certain Neurobic Services may require you to accept additional terms and conditions applicable to such Neurobic Services, including any future modifications (collectively, "Additional Terms") in addition to this Agreement, and may require you to download software or Content (as defined below). The Additional Terms are made a part of this Agreement by this reference. In the event of a conflict, between any such Additional Terms and this Agreement, such Additional Terms will prevail over this Agreement with respect to your use of that specific Neurobic Service.
PLEASE NOTE THAT THE “ARBITRATION AGREEMENT” SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND NEUROBIC UNDER THIS AGREEMENT TO BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT.
Neurobic furnishes the Neurobic Services (as defined below) for your personal enjoyment and entertainment.
By using any Neurobic Service (whether or not you have an account or subscription) or by clicking a box that states that you
accept and agree to this Agreement, you signify your agreement to be bound by this Agreement, including any future modifications,
and any Additional Terms and to abide by all applicable laws, rules and regulations ("Applicable Law"). If you do not agree to
be bound by this Agreement and to abide by all Applicable Law, you may not use the Neurobic Services and must discontinue use of
the Neurobic Services immediately. Neurobic may modify this Agreement at any time, and each such modification will be effective
upon posting on or to the Neurobic Service. All material modifications will apply prospectively only. Your continued use of the
Neurobic Services following any modification constitutes your acceptance of and agreement to be bound by this Agreement as so
modified. It is therefore important that you review this Agreement regularly. Neurobic may also use third-party service providers,
such as vendors, contractors, agents or sponsors, to operate, develop or help Neurobic manage and provide the Neurobic Services.
NEUROBIC REGISTRATION AND SECURITY
Some Neurobic Services require you to create an account (including setting up a Neurobic credential and password) to participate in
or to secure additional Neurobic Services, such as viewing and commenting on Neurobic Content (defined below), purchasing Neurobic
Site Products, creating an Neurobic Site profile and signing up for specific Neurobic newsletters. To create an account and
interact with participating Neurobic Services, click on the Sign In/Join link on the Neurobic Service webpage, and then create a
All registration information that you submit directly to us to create an account must be accurate and kept updated by you by
visiting our customer portal at www.neurobic.com. Your failure to do so will constitute a breach of the Agreement,
which may result in immediate termination of your account. You may not (i) select or use as a username a name of another person
with the intent to impersonate that person; or (ii) use as a username a name subject to any rights of another person without
appropriate authorization. Neurobic reserves the right to refuse or cancel registration of a username, at its sole discretion.
It is your responsibility to notify us of any changes in such information, including, but not limited to your contact information.
You are responsible for maintaining the confidentiality of all your passwords and are responsible for all use of your account.
It is therefore critical that you do not share your account information with anyone. You may be held liable for losses incurred by
Neurobic, Neurobic Affiliates (defined below) or any other Neurobic user or visitor in the event someone else uses your account as
a result of your failure to keep your account information secure and confidential; you agree to indemnify Neurobic and all Neurobic
Affiliates from any third-party claims arising from such actions. You agree not to use the account, username, email address or
password of another member or subscriber at any time. You also agree not to allow any other person to use your account.
You agree to notify Neurobic immediately if you suspect any unauthorized use of, or access to, your account or password.
Neurobic shall retain the right to change your username, but no obligation, for any reason, including, without limitation,
if the username you have selected violates this Agreement. If Neurobic makes available a manner by which you are able to upload a
picture to your profile, Neurobic shall also retain the right, but no obligation, to review any profile pictures provided by you.
The Neurobic Site is intended solely for your personal and non-commercial use. Neurobic may change, suspend or discontinue the Neurobic Site (or any feature thereof) at any time. Neurobic may also impose limits on certain features and services offered on the Neurobic Site or restrict your access to parts or all of the Neurobic Site without notice or liability. You acknowledge that from time to time the Neurobic Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Neurobic may undertake from time to time; or (iii) causes beyond the control of Neurobic or which are not reasonably foreseeable by Neurobic.
Unless terminated by Neurobic in its sole discretion, this Agreement remains in full force and effect while you use the Neurobic Services. You may terminate your account at any time, for any reason, by writing to us as email@example.com. Please send us an email with your request to delete your account and choose “Neurobic " in the dropdown.
Neurobic may terminate your account, any subscription and/or access to all (or any portion of) the Neurobic Services at any time, for any or no reason, with or without prior notice or any explanation, and shall have no liability to you for such termination. Furthermore, even after your account subscription and/or access to the Neurobic Services is terminated by you or Neurobic, this Agreement will remain in full force and effect with respect to your past and future use of the Neurobic Services. If we terminate your user account, subscription and/or access to the Neurobic Services (or any portion of the Neurobic Services) you may not create a new account, purchase a new subscription or try to access the Neurobic Services without Neurobic’ s prior written approval. You agree that your account is non-transferable. Any rights to your account and/or Neurobic Services terminate upon your death.
LIMITED CONTENT LICENSE
The Neurobic Services contain information, text, files, images, video, sounds, musical works, works of authorship, materials, applications, software, product names, company names, trade names, logos, designs, and any other materials or content (collectively, "Content") of Neurobic and Neurobic Affiliates and their licensors and assignors ("Neurobic Content"), as well as materials and Content provided by users (“User Content”) or other third-parties. Neurobic Content contained in the Neurobic Services is protected by copyright, trademark, patent, trade secret and other laws and, as between you and Neurobic, its licensors, or its assignors, own and retain all rights in the Neurobic Content and Neurobic Services. Neurobic hereby grants you a limited, revocable, non-sublicensable, nontransferable license, to access and display or perform the Neurobic Content (excluding any software code) solely for your personal, non-commercial use, in connection with using the NG Services. The Neurobic Services may also contain User Content. Except as provided in this Agreement or as explicitly allowed in the Additional Terms on the applicable Neurobic Service, you may not copy, download, stream capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep-link, make available or otherwise use any Content contained in or through the NG Services.
Except as explicitly and expressly permitted by Neurobic or by the limited license set forth above, you are strictly prohibited from creating works or materials (including but not limited to fonts, icons, link buttons, wallpaper, desktop themes, on-line postcards, montages, mash-ups and similar videos, greeting cards and unlicensed merchandise) that derive from or are based on the Neurobic Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. In addition, you may not either directly or through the use of any device, software, internet site, web-based service or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notice marked on the Neurobic Content contained in the Neurobic Services or any digital rights management mechanism, device, or other content protection, copy control, or access control measure associated with the Neurobic Content, including geo-filtering mechanisms. Except as necessary in order to make reference to Neurobic or Neurobic Services in a purely descriptive capacity, you are expressly prohibited from using any Neurobic Content in any manner.
You may not, without the Neurobic written permission, “mirror” any Neurobic Contents contained on the NG Site or any other server. You may not use the Neurobic contents for any purpose that is unlawful or prohibited by the Agreement. You may not use the Neurobic Site in any manner that could damage, disable, overburden, or impair the Neurobic Site, or interfere with any other party’s use and enjoyment of the Neurobic Site. You may not attempt to gain unauthorized access to the Neurobic Site through hacking, password mining or any other means. Neurobic reserves the right, at its sole discretion, to terminate your access to the Neurobic Site, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.
RESTRICTIONS ON USE OF THE NG SERVICES
Neurobic reserves the right to remove any and all Content in its sole discretion. You understand that you are responsible for all User Content that you post, upload, transmit, email or otherwise make available on, through or in connection with the Neurobic Services. Additionally, you acknowledge that you have no expectation of privacy in or confidentiality with respect to your User Content. Accordingly, please choose carefully the information that you post on, through or in connection with the Neurobic Services. You understand that Neurobic does not control the User Content posted by users via the Neurobic Services and, as such, you understand you may be exposed to offensive, inaccurate or otherwise objectionable User Content. Neurobic assumes no responsibility or liability for any User Content. If you become aware of any misuse of the Neurobic Services, please report this immediately to firstname.lastname@example.org
Neurobic assumes no responsibility for monitoring the Neurobic Services for inappropriate Content or conduct. If at any time, Neurobic chooses in its sole discretion to monitor the Neurobic Services, Neurobic nonetheless assumes no responsibility for Content other than Neurobic Content, assumes no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any user or visitor.
You agree not to use the Neurobic Services to:
Neurobic reserves the right, but disclaims any obligation or responsibility, to remove User Content that violates this Agreement, as determined by Neurobic, or for any other reason in Neurobic’s sole discretion and without notice to you. You acknowledge that Neurobic reserves the right to investigate and take appropriate legal action against anyone who, in Neurobic 's sole discretion, violates this Agreement, including but not limited to, terminating their account and/or subscription and/or reporting such User Content, conduct, or activity to law enforcement authorities.
You acknowledge, consent and agree that Neurobic may access, preserve or disclose information you provide to or through the Neurobic Services or that we have collected about you, including registration information and User Content, when Neurobic has a good faith belief that such access, preservation or disclosure is necessary in order to: (i) protect, enforce, or defend the legal rights, privacy, safety, or property of Neurobic, our parents, subsidiaries or affiliates (“Neurobic Affiliates”), or their employees, agents and contractors (including enforcement of this Agreement or our other agreements); (ii) protect the safety, privacy, and security of users of the Neurobic Services or members of the public, including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with Applicable Law or legal process; or (v) respond to requests from public and government authorities. If Neurobic sells all or part of its business or makes a sale or transfer of its assets or is otherwise involved in a merger or transfer of all or a material part of its business, Neurobic may transfer your information to the party or parties involved in the transaction as part of that transaction.
Neurobic reserves the right to limit the storage capacity of User Content. You assume full responsibility for maintaining backup copies of your User Content, and Neurobic assumes no responsibility for any loss of your User Content due to it being removed by Neurobic or for any other reason.
USER CONTENT ON MESSAGE BOARDS AND FORUMS
Neurobic may offer users the ability to post messages on message boards, stories, photos and/or forums (collectively, "Forums"), which may be open to the public generally, to all members of Neurobic Services or to a select group of Neurobic Service members. You acknowledge that all User Content posted by you on Forums is User Content, and by posting on Forums you agree to comply with the rules and restrictions on User Content set forth above and any other rules specifically applicable to such Forums. Neurobic reserves the right, but disclaims any obligation or responsibility, to prevent you from posting User Content to any Forum and to restrict or remove your User Content from a Forum or refuse to include your User Content in a Forum for any reason at any time, in Neurobic’s sole discretion and without notice to you. We ask you not to disclose any sensitive information (e.g., social security numbers, health or criminal background) on or through the Neurobic Services, including the Forums or otherwise.
YOUR PROPRIETARY RIGHTS IN AND LICENSE TO YOUR USER CONTENT
Neurobic does not claim any ownership rights (including copyright) in the User Content that you post, upload, email, transmit, or otherwise make available (collectively, “Transmit”) on, through or in connection with the Neurobic Services, except with respect to your unsolicited submissions, as described under “Unsolicited Submissions” below; provided, however, that User Content shall not include any Neurobic Content or content owned by an Neurobic Affiliate. By posting or transmitting any User Content on, through or in connection with the Neurobic Services, you hereby grant to Neurobic and our Neurobic Affiliates, licensees, assignees, and authorized users, a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and royalty-free, freely sublicensable and transferable (in whole or in part) right (including any moral rights) and license to use, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, publicly perform, publicly display, reproduce, sublicense, broadcast and distribute such User Content, including your name, voice, likeness and other personally identifiable information to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, for any and all purposes including, but not limited to, promotional, marketing, trade or any non-commercial or commercial purposes. Additionally, Neurobic is free to use any ideas, concepts, know-how, or techniques contained within such User Content for any purpose including, but not limited to, developing, manufacturing, marketing and providing commercial products and services, including Neurobic Services. Neurobic’s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity. You hereby appoint Neurobic as your agent with full authority to execute any document or take any action that Neurobic may consider appropriate in order to confirm the rights granted by you to Neurobic in this Agreement.
You represent and warrant that: (i) you own the User Content Transmitted by you on, through or in connection with the Neurobic Services and/or Third-Party Services, or otherwise have the right to grant the license set forth in this section, and (ii) the Transmission of User Content by you on, through or in connection with the Neurobic Services and/or Third-Party Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of the use of any User Content Transmitted by you on or through the Neurobic Services or Third-Party Services. If you delete your User Content from any Neurobic Service, Neurobic’s license to such User Content will end after a reasonable period of time necessary for the deletion to take full effect. However, the User Content may be retained in Neurobic’s back-up copies of the applicable Neurobic Service, which are not publicly available. Furthermore, to the extent that Neurobic made use of your User Content before you deleted it, Neurobic will retain the right to make such pre-existing uses even after your User Content is deleted. You acknowledge that (i) deletion of your User Content from Neurobic Services will not result in, and Neurobic assumes no responsibility for, the deletion of such User Content by any third-parties who were provided with or had access to such User Content prior to your deleting it from Neurobic Services, and (ii) termination of your account or your use of the Neurobic Services will not result in the immediate or automatic deletion of your User Content consistent with this Agreement.
REMOVAL OF MATERIAL THAT INFRINGES COPYRIGHTS
Neurobic respects the intellectual property of others and requires that our users do the same. Neurobic has a policy that provides for the termination in appropriate circumstances of users and account holders of Neurobic Services who are repeat infringers. Neurobic also reserves the right to remove or disable access to any transmission of Content that infringes the copyright of any person under the laws of the United States upon receipt of a notice that substantially complies with the requirements of 17 U.S.C. § 512(c)(3) as set forth above.
If you believe materials on the Neurobic Services infringes your copyright.
If you believe that any materials residing on or linked to from Neurobic Services infringes your copyright, you must send a written notification of claimed infringement that contains substantially all of the following information to the Neurobic Copyright Agent: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit Neurobic to locate the material on the Neurobic Services (such as the URL(s) of the claimed infringing material); (c) information reasonably sufficient to permit Neurobic to contact you, such as an address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or Applicable Law; (e) a statement by you that the above information in your notification is accurate and a statement by you, made under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or are authorized to act on the owner's behalf; and (f) your physical or electronic signature. Neurobic's Copyright Agent for notification of a claimed infringement can be reached as follows:
254 Chapman Road
Topkis Building, Suite 100
Newark, DE 19702 USA
Toll Free: 888-454-1265
Email – email@example.com
If you posted materials to an Neurobic Service that was removed due to notice by a copyright owner.
If you posted materials to the Neurobic Services that Neurobic removed due to a notice of a claimed infringement from a copyright owner, Neurobic will take reasonable steps promptly to notify you that the material has been removed or disabled. This notice may be by means of a general notice on Neurobic Services or by written or electronic communication to such address(es) you have provided to Neurobic, if any. You may provide counter-notification in response to such notice in a written communication that includes substantially all of the following: (i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (ii) a statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Neurobic is located, and that you will accept service of process from the person who provided notification requesting the removal or disabling of access to the material or such person’s agent; and (iv) your physical or electronic signature.
Please note that, under 17 U.S.C. §512(f), any person who knowingly makes material misrepresentations in a notification of claimed infringement or any counter-notification may be liable for damages.
THIRD-PARTY LINKS AND SERVICES
SWEEPSTAKES AND/OR CONTESTS
Sweepstakes, contests, games and other promotions run on the Neurobic Services by Neurobic may require you to provide some information, such as full name, zip code, e-mail address, and phone number, in order to participate. Neurobic may use a reputable third-party, selected by, but not affiliated with Neurobic, to manage and administer some or all of its sweepstakes, contests, games and other promotions. This third-party may have access to some or all of the information that you provided in order to participate in the sweepstakes, contests, games or other promotions. Our sweepstakes and/or contests are targeted to individuals 18 years of age and older, and individuals under 18 years of age are not eligible to participate unless specifically permitted by the official rules of the related sweepstakes or contest. Neurobic requires proof of age in order for an individual to collect any prizes awarded.
You are solely responsible for your interactions with other Neurobic users and visitors, providers of Third-Party Services, Processors or any other parties with whom you interact on, through or in connection with the Neurobic Services. Neurobic reserves the right, but has no obligation, to become involved in any way with these disputes.
THE NEUROBIC SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND NEUROBIC DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE NEUROBIC SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEUROBIC EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEUROBIC MAKES NO WARRANTY THAT YOUR USE OF THE NEUROBIC SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE NEUROBIC SERVICES WILL BE CORRECTED, THAT THE NEUROBIC SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE NEUROBIC SERVICES OR THIRD-PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THROUGH USER CONTENT OR THIRD-PARTY ADVERTISEMENTS) WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. UNDER NO CIRCUMSTANCES WILL NEUROBIC OR OUR NEUROBIC AFFILIATES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE NEUROBIC SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE NEUROBIC SERVICES, ATTENDANCE AT A NEUROBIC EVENT, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE NEUROBIC SERVICES, ANY USER CONTENT, ANY THIRD-PARTY ADVERTISEMENT OR THIRD-PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE NEUROBIC SERVICES, OR THE CONDUCT OF ANY USERS OF THE NG SERVICES, WHETHER ONLINE OR OFFLINE. YOUR USE OF USER CONTENT, THIRD-PARTY ADVERTISEMENTS, THIRD-PARTY SERVICES AND THE GOODS OR SERVICES PROVIDED BY ANY THIRD-PARTIES IS SOLELY YOUR RESPONSIBILITY AND AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE NEUROBIC SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST DATA NECESSITATED BY YOUR USE OF THE NG SERVICES.
User Content, third-party advertisements and Third-Party Services do not necessarily reflect the opinions or policies of Neurobic or of our Neurobic Affiliates.
LIMITATION ON LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEUROBIC NOR OUR NEUROBIC AFFILIATES WILL BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE NEUROBIC SERVICES, EVEN IF NEUROBIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEUROBIC AND OUR NEUROBIC AFFILIATES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO NEUROBIC, FOR THE NEUROBIC SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF NEUROBIC ACTS OR OMISSIONS OR YOUR USE OF NEUROBIC SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE NG SERVICES.
THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF NEUROBIC HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
UNITED STATES JURISDICTION
Neurobic provides the Neurobic Services in the United States of America. Neurobic does not represent that the Neurobic Content or Neurobic Services are appropriate (or, in some cases, available) for use in other locations. If you use the Neurobic Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Neurobic Services.
Not all of the Neurobic Services are available worldwide or nationwide, and Neurobic makes no representation that you will be able to obtain any Neurobic Services in any particular jurisdiction, either within or outside of the United States.
U.S. EXPORT CONTROLS
Software available in connection with the Neurobic Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Neurobic Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
(2) This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of this Agreement.
(3) Any arbitration between you and Neurobic will be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”),
pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the “JAMS Rules”),
as modified by this agreement to arbitrate. The arbitration shall be conducted by a single, neutral arbitrator,
and if you and Neurobic cannot agree on who that single arbitrator will be, the arbitrator will be appointed pursuant to the JAMS
Rules, with the participation and involvement of Neurobic and you pursuant to JAMS Rule 12.
The JAMS Rules are available on its website at http://www.jamsadr.com/rules-streamlined-arbitration.
The Consumer Arbitration Minimum Standards are available at http://www.jamsadr.com/consumer-minimum-standards/
The arbitrator is bound by the terms of this Arbitration Agreement.
(4) If either you or Neurobic wants to arbitrate a Dispute, you or Neurobic must first send by mail to the other a written Notice
of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice,
the specific facts giving rise to the Dispute, the Neurobic Service to which the Notice relates, and the relief requested.
Your Notice to the Neurobic must be sent by mail to firstname.lastname@example.org Neurobic will send any Notice to you at the contact
information we have for you or that you provide. It is the sender’s responsibility to ensure that the recipient receives the Notice.
During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.
(5) You and Neurobic acknowledge and agree to abide by the following rules for arbitration: (a) YOU AND NEUROBIC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF; (b) Neurobic will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph 6 below; (c) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (d) each side pays his, her or its own attorneys' fees, except as otherwise provided in paragraph 8 below.
(6) JAMS charges filing and other fees to conduct arbitrations, the claimant shall pay the filing fee to initiate arbitration.
(7) Regardless of how the arbitration proceeds, each of you and Neurobic shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the JAMS Rules, and the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.
(8) Each of you and Neurobic may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys’ fees unless the claim(s) at issue permit the prevailing party to be paid its attorneys' fees, and in such instance, the fees awarded shall be determined by the applicable law(s).
(9) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator may not order Neurobic to pay any monies to or take any actions with respect to persons other than you, unless Neurobic explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. Further, unless Neurobic expressly agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
(10) You and Neurobic agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.
(11) With the exception of subpart (a) in paragraph (5) (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class), if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in paragraph (5) is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of this Agreement, including the provisions governing where actions against Neurobic must be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.
This Agreement will be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and Neurobic agree to submit to the exclusive jurisdiction of the courts located in California to resolve any Dispute arising out of this Agreement or the Neurobic Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE NG SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
You agree to indemnify and hold Neurobic, its Affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third-party due to or arising out of or in connection with your use of the Neurobic Services, your breach of this Agreement, your violation of any rights of another or any User Content that you post or otherwise submit on, through or in connection with the Neurobic Services.
Neurobic does not knowingly accept, via the Neurobic Services or otherwise, unsolicited submissions including, without limitation, submissions by you of blog ideas, articles, scripts, story lines, fan fiction, characters, drawings, information, suggestions, proposals, ideas or concepts. Neurobic requests that you do not make any unsolicited submissions. Any similarity between an unsolicited submission and any elements in any Neurobic or its Affiliate creative work, including without limitation, a film, series, story, title or concept would be purely coincidental. If you do send any submissions to Neurobic via the Neurobic Services that are unsolicited (including but not limited to any Forum), you agree that (i) your unsolicited submissions are not being made in confidence or trust and that by making such submissions, no contractual or fiduciary relationship is created between you and Neurobic; (ii) any such unsolicited submissions and copyright becomes the property of and will be owned by Neurobic (and are not User Content licensed by you to Neurobic under “Your Proprietary Rights in and License to Your User Content”) and may be used, copied, sublicensed, adapted, transmitted, distributed, publicly performed, published, displayed or deleted as Neurobic sees fit; (iii) you are not entitled to any compensation, credit or notice whatsoever in connection with such unsolicited submissions; and (iv) by sending an unsolicited submission, you waive the right to make any claim against Neurobic or its Affiliates relating to any unsolicited submissions by you, including, without limitation, unfair competition, breach of implied contract or breach of confidentiality.
Neurobic may, from time to time, post Neurobic employment opportunities on the Neurobic Services and/or invite users to submit resumes to it. If you choose to submit your name, contact information, resume and/or other personal information to Neurobic in response to employment listings, you are authorizing Neurobic to utilize this information for all lawful and legitimate hiring and employment purposes. Neurobic also reserves the right, at its sole discretion, to forward the information you submit, to its Affiliates for legitimate business purposes. Nothing in this Agreement or contained in the Neurobic Services will constitute a promise by Neurobic to contact, interview, hire or employ any individual who submits information to it, nor will anything in this Agreement or contained in the Neurobic Services constitute a promise that Neurobic will review any or all of the information submitted to it by users of the Neurobic Services.
The failure of Neurobic to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The Section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
You agree that any notices Neurobic may be required by Applicable Law to send to you will be effective upon Neurobic’s sending an e-mail message to the e-mail address you have on file with Neurobic or publishing such notices on the informational page(s) of Neurobic Services.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Neurobic as a result of this Agreement or your use of the Neurobic Services. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.
Nothing contained in this Agreement limits Neurobic’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the NG Services or information provided to or gathered by us in connection with such use.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
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