Please Read This Legal Document Carefully.
NeuralX, Inc.together with our affiliates, “NeuralX, inc”, “we”, or “us” provides an online fitness community and related products, services, content and features through NeuralX, inc websites, such as those for support, through mobile, desktop, or device applications (including iOS and Android applications (“Apps”)) and NeuralX, inc-controlled social media pages (including on Facebook, Instagram, Spotify and Twitter). To make these Terms easier to read, the NeuralX, inc Sites and Apps, along with the NeuralX, inc tablet interfaces and NeuralX, inc-controlled social media pages are collectively called the “NeuralX, inc Service” or “the Services”. By registering as a member or by visiting, browsing, or using the NeuralX, inc Service in any way, you (as a “user”) accept and agree to be bound by these Terms of Service (“Terms”), which forms a binding agreement between you and NeuralX, inc.
Please Read: These Terms Contain a Binding Arbitration Provision and Class Action Waiver (Section 20). Read Carefully, Including Your Right, if Applicable, to Opt Out of Arbitration. Except for Certain Types of Disputes Described in Section 20 Below, or Where Prohibited by Law, by Entering Into These Terms You Expressly Agree That Disputes Between You and Neuralx, Inc Will Be Resolved by Binding, Individual Arbitration, and You Hereby Waive Your Right to Participate in a Class Action Lawsuit or Class-wide Arbitration.
If you do not wish to be bound by these Terms, you may not access or use the NeuralX, inc Service. Certain elements of the NeuralX, inc Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the NeuralX, inc Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.
Age Requirement. You must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to register with and use the NeuralX, inc Service. However, minors may participate provided that (a) they are at least 14 years old and (b) their parent/guardian is on site during the minor-participant’s use of NeuralX, inc while exercising at all times.
We may, in our sole discretion, refuse to offer the NeuralX, inc Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the NeuralX, inc Service is revoked where these Terms or use of the NeuralX, inc Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the NeuralX, inc Service is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.
License. Subject to your compliance with these Terms and solely for so long as you are permitted by us to access and use the NeuralX, inc Service, NeuralX, inc grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the NeuralX, inc Service for your own personal, non-commercial purposes, a right which may not be assigned or sublicensed to anyone. This license includes the right to view Content (defined below) available on the NeuralX, inc Service and the right to download one copy of the application to any single device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices. This license will remain in effect unless and until you violate these Terms or this license is terminated by you or NeuralX, inc.
Restrictions. Except as expressly permitted in writing by an authorized representative of NeuralX, inc, you will not reproduce, redistribute, sell, transfer, create derivative works from, decompile, reverse engineer, or disassemble the NeuralX, inc Service, nor will you take any measures to interfere with or damage the NeuralX, inc Service. Unless otherwise specified, copying or modifying any Content or using Content for any purpose other than your personal, non-commercial use of the NeuralX, inc Service, including use of any such Content on any other website or networked computer environment, is strictly prohibited. All rights not expressly granted by NeuralX, inc in these Terms are reserved.
The types of Personal Information we may collect (directly from you or from third party sources) and our privacy practices depend on the nature of the relationship you have with NeuralX, inc and the requirements of applicable law. Some of the ways that NeuralX, inc may collect Personal Information include:
It is our goal to collect only that information which is relevant for the purposes of Processing. Below are the ways we collect Personal Information and how we use it.
NeuralX, inc collects Personal Information from its current, prospective, and former customers, members, users, visitors, and guests (collectively "Individuals").
Once your User Profile is created, anytime you log in to participate in a class via our service, we will collect additional information and add it to your User Profile, such as the total number of classes taken, the dates you took those classes, fitness performance history (including leaderboard rank, achievements earned, total output, speed, distance and calories burned), your followers and who you are following, and, to the extent you have worn a heart rate monitor that you have connected to your fitness equipment, information about your heart rate over the course of the class and any other information that may be available from time to time.
You acknowledge that your User Profile information may be personal to you, and by creating an account and providing such information through the use of our Services, you allow others, including NeuralX, inc, to identify you and therefore you may not be anonymous. Information included in your User Profile, including any achievements, milestones, streaks or badges earned via the Services may be displayed in-app during classes. Other registered NeuralX, inc users may be able to view your User Profile, including your fitness performance history (as described above), and your NeuralX, inc leaderboard name. They may also be able to see your indicated location and age (if you have provided it) and contact or follow you through the Services if you opt-in to those things. You have the option to set your profile to “Private,” which means that only members who you approve as followers can see your profile and fitness performance history, and you can remove other users from your followers.
You may contact us at any time to opt-out of the use of your Personal Information for marketing purposes, as further described in Section 6 below.
Our uses of such Technologies fall into the following general categories:
If you would like to opt-out of the Technologies we employ on our Sites, Services, applications or tools, you may do so by blocking, deleting or disabling them as your browser or device permits. See Section 5 for additional opt-out options. Please note that blocking, deleting, or disabling these Technologies will affect the functionality of our Sites, Services, applications and tools, and may prevent you from being able to access certain features.
The Service may contain links to other websites and other websites may reference or link to the NeuralX, inc Site or other Services. These other domains and websites are not controlled by us, and NeuralX, inc does not endorse or make any representations about third party websites or social media platforms. We encourage you to read the privacy policies of each and every website and application with which you interact. We do not endorse, screen or approve, and are not responsible for the privacy practices or content of such other websites or applications. Visiting other websites or applications is at your own risk.
NeuralX, inc’s Services may include publicly accessible blogs, community forums, message boards, private messaging or video chat features. The Services may also contain links and interactive features with various social media or music platforms (e.g., widgets). If you already use these platforms, their cookies may be set on your device when using the Services. You should be aware that Personal Information that you voluntarily include and transmit online in a publicly accessible blog, video chat session, social media platform or otherwise online, or that you share in an open forum, may be viewed and used by others without any restrictions. We are unable to control such uses of your information when you interact with a third party platform, and by using such services you assume the risk that the Personal Information provided by you may be viewed and used by third parties for any number of purposes.
In addition, from time to time, server logs may be reviewed for security purposes – e.g., to detect unauthorized activity on the Services. In such cases, server log data containing IP addresses may be shared with law enforcement bodies in order to allow them to identify users in connection with their investigation of the unauthorized activities.
You agree that all Personal Information collected via or by NeuralX, inc may be transferred, Processed and stored anywhere in the world, including but not limited to, the United States, Canada, the European Union, in the cloud, on our servers, on the servers of our affiliates or on the servers of our service providers. Your Personal Information may be accessible to law enforcement or other authorities as described above. By providing information to NeuralX, inc, you explicitly consent to the storage of your Personal Information in these locations.
You have the right to object to and opt-out of certain uses and disclosures of your Personal Information. Where you have consented to NeuralX, inc’s Processing of your Personal Information or Sensitive Personal Information, you may withdraw that consent at any time and opt-out to further Processing by contacting privacy@NeuralX, inc.com. Even if you opt-out, we may still collect and use non-Personal Information regarding your activities on our Service and/or information from the advertisements on third party websites for non-interest based advertising purposes, such as, to determine the effectiveness of the advertisements.
We maintain "do-not-call" and "do-not-mail" lists as mandated by law. We process requests to be placed on do-not-mail, do-not-phone and do-not-contact lists within 60 days after receipt, or such shorter time as may be required by law.
NeuralX, inc may occasionally send you push notifications through our Apps with updates, achievements and other notices that may be of interest to you. You may at any time opt-out from receiving these types of communications by changing the settings on your device. NeuralX, inc may also collect location-based information if you use our Apps. You may opt-out of this collection by changing the settings on your device.
Do Not Track ("DNT") is a privacy preference that users can set in certain web browsers. DNT is a way for users to inform websites and services that they do not want certain information about their webpage visits collected over time and across websites or online services. Please note that we do not respond to or honor DNT signals or similar mechanisms transmitted by web browsers.
As noted above, you may stop or restrict the placement of cookies on your computer or remove them from your browser by adjusting your web browser preferences. Please note that cookie-based opt-outs are not effective on mobile applications. However, on many mobile devices, application users may opt-out of certain mobile advertisements via their device settings.
The online advertising industry also provides websites from which
you may opt-out of receiving targeted ads from our data partners
and our other advertising partners that participate in
self-regulatory programs. You can access these, and also learn
more about targeted advertising and consumer choice and privacy,
managing/opt_out.asp, www.youronlinechoices.eu/ or www.youradchoices.ca/, and www.aboutads.info/choices/. You can also choose not to be included in Google Analytics here.
Although NeuralX, inc makes good faith efforts to provide Individuals with access to their Personal Information, there may be circumstances in which NeuralX, inc is unable to provide access, including but not limited to: where the information contains legal privilege, would compromise others’ privacy or other legitimate rights, where the burden or expense of providing access would be disproportionate to the risks to the Individual’s privacy in the case in question or where it is commercially proprietary. If NeuralX, inc determines that access should be restricted in any particular instance, we will provide you with an explanation of why that determination has been made and a contact point for any further inquiries. To protect your privacy, NeuralX, inc will take commercially reasonable steps to verify your identity before granting access to or making any changes to your Personal Information.
By using the Services or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy and administrative issues relating to your use of the Services. If we learn of a security breach, we may attempt to notify you electronically by posting a notice on the Services or sending an email to you. You may have a legal right to receive this notice in writing.
Our Services are not directed to children under the age of 13. In addition, you are not permitted to use our Services if you do not meet the minimum age requirement applicable to our Services in your jurisdiction. We do not knowingly collect Personal Information from children under the age of 13. If you learn that your child has provided us with Personal Information without your consent, you may alert us at privacy@NeuralX, inc.com. If we learn that we have collected Personal Information of a child under the age of 13 (or under the age of 16 in certain jurisdictions, such as EU member countries) we will take steps to delete such information from our files as soon as possible and terminate the child’s account unless we receive verifiable parental consent.
The following capitalized terms have the meanings set forth below.
To enjoy full access to the NeuralX, inc Service, you must register as a member of the NeuralX, inc Service. You must provide complete and accurate registration information to NeuralX, inc and notify us if any of your information changes. If you fail to keep your account information up to date, we may have to suspend or terminate your Account.
Profile Information and Picture. You may not use someone else’s name, or any name, location, other public profile information or image that violates any third party rights, is against the law, or that is offensive, obscene or otherwise objectionable (in NeuralX, inc’s sole discretion).
Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to use your account. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the NeuralX, inc Service. If you become aware of an unauthorized access to your account, change your password and notify our Support team immediately.
NeuralX, inc will provide information on its then-current membership requirements on the NeuralX, inc Site and/or by other means through the NeuralX, inc Service. Features and prices are subject to change.
NeuralX, inc accepts orders for equipment, apparel or accessories that we may offer through the NeuralX, inc Site or at retail locations. Unfortunately, availability of products cannot be guaranteed. Please note that product, service and other information provided is subject to corrections and changes without notice. Graphics and diagrams are for illustrative purposes only and may not accurately reflect actual product availability. Colors, styles and other variants depicted are for illustration only and are subject to change. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions.
Unless otherwise specified at the time of purchase, you must pay for products when you place the order. All products ordered will be delivered to the shipping address you provide. We reserve the right to cancel an order placed by you at any time and for any lawful reason prior to our delivery of the product(s) and receipt of payment in full from you, provided that we will refund any fees that you prepaid for those products if we cancel. We may send an acknowledgment of receipt of your order to the email address you provide and/or proof of purchase information through the NeuralX, inc Site or to your email address after your payment has been processed.
Term. These Terms begin on the date you first use the NeuralX, inc Service and continue as long as you have an account with us and/or continue to use the NeuralX, inc Service.
Termination. NeuralX, inc may, in NeuralX, inc’s sole discretion, suspend, disable, or delete your account (or any part thereof) or block or remove any User Content (defined below) that you submitted, for any lawful reason, including if NeuralX, inc determines that you have violated these Terms or that your conduct or User Content would tend to damage NeuralX, inc’s reputation or goodwill. If NeuralX, inc deletes your account, you may not re-register for or use the NeuralX, inc Service under any other user name or profile. NeuralX, inc may block your access to the NeuralX, inc Service to prevent re-registration.
Effect of Termination / Account Deletion. Upon termination of these Terms all licenses granted by NeuralX, inc will terminate. The following sections survive termination: Privacy (Section 3), User Content (Section 8), Indemnification (Section 12), No Warranties (Section 15), Limitation of Liability (Section 16), Safety Warnings (Section 17), Intellectual Property (Section 18), Arbitration Requirement & Class Action Waiver (Section 20), Contracting Entities, Governing Law and Jurisdiction (Section 21), and all general provisions. In the event of account deletion for any reason, User Content may no longer be available and NeuralX, inc is not responsible for the deletion or loss of such User Content. For clarity, if you cancel your Account or it is terminated for any reason, you will lose access to all live and on-demand classes and any other Content or features provided through the NeuralX, inc Service. NeuralX, inc, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms.
“Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the NeuralX, inc Service; and (ii) ”User Content” means any content that users (including you) provide to be made available through the NeuralX, inc Service. Content includes, without limitation, User Content.
Any User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content submitted by or on behalf of you is accurate, complete, up-to-date, and in compliance with these Terms and with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the NeuralX, inc Service is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. To the full extent permitted by law, we make no representations, warranties or guarantees with respect to any Content that you access on or through the NeuralX, inc Service.
As between you and NeuralX, inc, you represent that you own (or have all rights necessary to grant NeuralX, inc the rights below to) all User Content that you submit to the NeuralX, inc Service, and that NeuralX, inc will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Content. You grant NeuralX, inc a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or later created), edit, modify, and make derivative works from your User Content (including, without limitation, translations) for any purpose whatsoever, commercial or otherwise, without compensation to you. In addition, you waive any so-called “moral rights” or rights of privacy or publicity in your User Content. You further grant all users of the NeuralX, inc Service permission to view your User Content for their personal, non-commercial purposes. If you make suggestions to NeuralX, inc or through the NeuralX, inc Service about improving or adding new features or products to the NeuralX, inc Service or you otherwise provide feedback, product or service reviews or testimonials, you hereby grant to NeuralX, inc a worldwide, perpetual, irrevocable, non-exclusive, sublicensable (through multiple tiers), transferable royalty-free license and right to use, copy, modify, create derivative works based upon and otherwise exploit your suggestions, feedback, reviews and testimonials for any purpose (including for marketing), without any notice, compensation or other obligation to you.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the NeuralX, inc Service. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in App Granted. Subject to your compliance with these Terms, NeuralX, inc grants to you a limited non-exclusive, non-transferable, revocable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. NeuralX, inc reserves all rights in and to the App not expressly granted to you under these Terms.
Accessing App from an App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
You agree not to do any of the following:
10.1 Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity; (vii) exploits minors or (viii) promotes illegal or harmful activities or substances;
10.2 Download and/or install any third party software and/or application on any NeuralX, inc hardware (excluding assistive technologies that are necessary for your own use of the NeuralX, inc Service, such as screen-readers) that is not expressly permitted by NeuralX, inc in writing;
10.3 Use, display, mirror or frame the NeuralX, inc Service or any individual element within the NeuralX, inc Service, NeuralX, inc’s name, any NeuralX, inc trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without NeuralX, inc’s express written consent;
10.4 Access, tamper with, or use non-public areas of the NeuralX, inc Service, NeuralX, inc’s computer systems, or the technical delivery systems of NeuralX, inc’s providers;
10.5 Attempt to probe, scan or test the vulnerability of any NeuralX, inc system or network or breach any security or authentication measures;
10.6 Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by NeuralX, inc or any of NeuralX, inc’s providers or any other third party (including another user) to protect the NeuralX, inc Service or Content;
10.7 Bypass any territorial restrictions, including IP address-based restrictions, that may be applied to the NeuralX, inc Service;
10.8 Attempt to access, scrape or search the NeuralX, inc Service or Content or download Content from the NeuralX, inc Service, including through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by NeuralX, inc or other generally available third-party web browsers;
10.9 Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
10.10 Use any meta tags or other hidden text or metadata utilizing a NeuralX, inc trademark, logo URL or product name without NeuralX, inc’s express written consent;
10.11 Use the NeuralX, inc Service or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by NeuralX, inc;
10.12 Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the NeuralX, inc Service or Content to send altered, deceptive or false source-identifying information;
10.13 Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the NeuralX, inc Service or Content;
10.14 Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the NeuralX, inc Service;
10.15 Collect or store any personally identifiable information from the NeuralX, inc Service from other users of the NeuralX, inc Service without their express permission;
10.16 Copy, use, index, disclose or distribute any information or data obtained from the NeuralX, inc Service, whether directly or through third parties (such as search engines), without NeuralX, inc’s express written consent;
10.17 Alter, replicate, store, distribute or create derivatives from the Content available via the NeuralX, inc Service except as expressly permitted in writing by NeuralX, inc;
10.18 Impersonate or misrepresent your affiliation with any person or entity;
10.19 Access, use or exploit the NeuralX, inc Service in any manner (other than as expressly permitted by these Terms), including to build, develop (or commission the development of), replicate, or consult upon any product or service that may compete (directly or indirectly) with NeuralX, inc or the NeuralX, inc Service;
10.20 Violate any applicable law or regulation; or
10.21 Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the NeuralX, inc Service or Content or to review or edit any Content, we have the right to do so for the purpose of operating the NeuralX, inc Service, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the NeuralX, inc Service and NeuralX, inc’s systems. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the NeuralX, inc Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
When interacting with other NeuralX, inc members, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence or personal or business dealings with any third party found on or through the NeuralX, inc Service, whether regarding payment or delivery of specific goods and services, donations or fundraisers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that NeuralX, inc is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings.
You agree to indemnify, defend, and hold harmless NeuralX, inc and its directors, officers, employees, and agents, from and against all claims, damages, losses and costs that arise from or relate to (i) your activities on the NeuralX, inc Service, (ii) any User Content submitted by or on behalf of you or (iii) your violation of these Terms.
Downloading and/or installing any third party software and/or applications that are not expressly authorized by NeuralX, inc on any NeuralX, inc hardware constitutes a breach of these Terms; any such downloading or installation is done at your own risk and may void any applicable warranty or support commitments by NeuralX, inc.
There may be links on the NeuralX, inc Service that let you leave the particular NeuralX, inc Service you are accessing in order to access a linked site that is operated by a third party. NeuralX, inc neither controls nor endorses these sites, nor has NeuralX, inc reviewed or approved the content that appears on them. NeuralX, inc is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third party sites. You acknowledge and agree that NeuralX, inc is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third party sites.
NeuralX, inc reserves the right to modify the NeuralX, inc Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the NeuralX, inc Service, at any time, in its sole discretion. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the NeuralX, inc Service. NeuralX, inc has no obligation to screen or monitor any Content and does not guarantee that any Content available on the NeuralX, inc Service is suitable for all users or that it will continue to be available for any length of time.
NeuralX, inc provides the NeuralX, inc Service on an “AS IS” and “AS AVAILABLE” basis. You therefore use the NeuralX, inc Service at your own risk. Other than as expressly provided in writing by NeuralX, inc in connection with your purchase of a NeuralX, inc product, to the extent permitted by law, NeuralX, inc expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, NeuralX, inc makes no representations or warranties:
To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE NeuralX, inc SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
To the fullest extent permitted by law: (i) NeuralX, inc shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, economic or pure economic losses, goodwill, use, data, service interruption, computer damage, system failure, inability to use the NeuralX, inc Service or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose; and (ii) NeuralX, inc’s total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to NeuralX, inc over the 12 months preceding the date your first claim(s) arose. If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation does not apply to you. To the extent that one or any aspect of NeuralX, inc’s limitations set out above does not apply, all remaining aspects survive. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between NeuralX, inc and you.
THE NeuralX, inc SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN OR GENERAL PRACTITIONER BEFORE BEGINNING A NEW FITNESS PROGRAM. YOU SHOULD NOT RELY ON THIS INFORMATION AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN, GENERAL PRACTITIONER OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE NeuralX, inc SITE OR HEARD ON THE NeuralX, inc SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE NeuralX, inc SERVICE IS SOLELY AT YOUR OWN RISK AND IS NOT MEDICAL OR HEALTHCARE ADVICE.
NOTHING STATED OR POSTED ON THE NeuralX, inc SITE OR AVAILABLE THROUGH ANY NeuralX, inc SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE NeuralX, inc SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, NeuralX, inc MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE NeuralX, inc SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
In becoming a user of NeuralX, inc with the intent of using the NeuralX, inc Service, you affirm that either (A) all of the following statements are true: (i) no physician or general practitioner has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician or general practitioner; (ii) you have never felt chest pain when engaging in physical activity; (iii) you have not experienced chest pain when not engaged in physical activity at any time within the past month; (iv) you have never lost your balance because of dizziness and you have never lost consciousness; (v) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (vi) your physician or general practitioner is not currently prescribing drugs for your blood pressure or heart condition; (vii) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (viii) you do not know of any other reason you should not exercise; or (B) your physician or general practitioner has been specifically consulted by you and approved of your use of the NeuralX, inc Service.
If applicable, you further affirm that (a) you are not pregnant, breastfeeding or lactating; unless (b) your physician or general practitioner has been specifically consulted and approved your use of the NeuralX, inc Service.
NeuralX, inc reserves the right to refuse or cancel your membership if we determine that you have certain medical conditions or that the representations set forth above are untrue in any respect.
You acknowledge and agree that your use of the NeuralX, inc Services and any Content contained therein is dependent upon you agreeing to and abiding by the NeuralX, inc Intellectual Property and DMCA Policy at all times. You further acknowledge that the NeuralX, inc Service contains software and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All NeuralX, inc-generated content, and content provided to NeuralX, inc by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions and protected under other intellectual property laws worldwide; further, as between you and NeuralX, inc, NeuralX, inc own intellectual property rights in the selection, coordination, arrangement and enhancement of all content in the NeuralX, inc Service.
NeuralX, inc respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that their User Content does not infringe any third party’s right or other intellectual property rights. If you believe that the NeuralX, inc Service or any Content contains elements that infringe or misappropriate your copyrights or other intellectual property rights (or the intellectual property rights of others), please go to the NeuralX, inc Intellectual Property and DMCA Policy for directions on how to report it to us.
20.1 Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and NeuralX, inc agree that the U.S. Federal Arbitration Act (or equivalent laws in the jurisdiction in which the NeuralX, inc entity that you have contracted with is incorporated) governs the interpretation and enforcement of these Terms and that you and NeuralX, inc are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
20.2 Exceptions and Opt-out. As limited exceptions to Section 20(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by regular mail sent to the attention of NeuralX, inc’s Legal Department at the NeuralX, inc address set out in Section 24 below within 30 days following the date you first agree to these Terms.
20.3 Initial Dispute Resolution and Notification. You agree that before initiating any Dispute or arbitration proceeding, we will attempt to negotiate an informal resolution of any dispute. To begin this process, before initiating any arbitration proceeding, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of NeuralX, inc’s Legal Department at the NeuralX, inc address set out in Section 24 below. In the Notice, you must describe the nature and basis of the Dispute and the relief you are seeking. If we are unable to resolve the Dispute within 45 days after NeuralX, inc’s receipt of the Notice, then you or NeuralX, inc may initiate arbitration proceedings as set out below.
20.4 Conducting Arbitration and Arbitration Rules. Any arbitration will be conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. JAMS will appoint an arbitrator that is either (1) a retired federal or state court judge, or (2) an attorney who has been licensed to practice law in the state of New York for at least 10 years. The arbitration will be conducted by an in-person hearing, unless we both agree otherwise. If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator.
Any arbitration hearings will take place in the county (or other municipality) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. During the arbitration, both you and NeuralX, inc may take one deposition of the opposing party, limited to 4 hours. If we cannot agree on a time and location for a deposition, the arbitrator will resolve any scheduling disputes.
20.5 Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If you assert a claim against NeuralX, inc, you will be responsible for paying a $250 consumer filing fee. NeuralX, inc will pay for all other filing, administration and arbitrator fees and expenses. If your Dispute is for less than U.S. $10,000 (including attorneys’ fees and costs) and the arbitrator, upon final disposition of the case, finds your Dispute was not frivolous, NeuralX, inc will reimburse your initial filing fee. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
20.6 Class Action Waiver. YOU AND NeuralX, inc AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, neither JAMS nor the arbitrator may not consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Section 20 shall be null and void.
20.7 Effect of Changes on Arbitration. Notwithstanding the provisions of Section 25 “Modification”, if NeuralX, inc changes any of the terms of this Section 20 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or the date of NeuralX, inc’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and NeuralX, inc in accordance with the terms of this Section 20 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
20.8 Severability. With the exception of any of the provisions in Section 20(e) above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Residents of the United Kingdom and Europe are contracting with NeuralX, inc UK Ltd for the NeuralX, inc Service. All other users are contracting with NeuralX, inc, Inc. unless otherwise specified in these Terms.
If your contract for the NeuralX, inc Service is with NeuralX, inc, Inc., these Terms shall be governed by the laws of the State of New York, United States of America, without regard to principles of conflicts of law. If your contract for the NeuralX, inc Service is with another NeuralX, inc entity, these terms shall be governed by the laws of the jurisdiction under which that NeuralX, inc entity is incorporated, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
Subject to the agreements in Section 20 above, (i) if your contract for the NeuralX, inc Service is with NeuralX, inc, Inc., exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the state and federal courts located in New York, New York, United States of America, and you consent to the jurisdiction of those courts, and (ii) if your contract for the NeuralX, inc Service is with another NeuralX, inc entity, exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the courts located in the jurisdiction under which that NeuralX, inc entity is incorporated, and you consent to the jurisdiction of those courts.
Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by NeuralX, inc in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of NeuralX, inc. NeuralX, inc’s rights and remedies hereunder are cumulative and not exclusive.
These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer these Terms without NeuralX, inc’s prior written consent. NeuralX, inc may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.
You consent to receive all communications including notices, agreements, disclosures, or other information from NeuralX, inc electronically. NeuralX, inc may communicate by email or by posting to the NeuralX, inc Service. For support-related inquiries, you may email Support.
Nothing in these Terms or otherwise limits NeuralX, inc’s right to object to subpoenas, claims, or other demands.
We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know by, at a minimum, posting the updated Terms (as indicated by a revised “Last Updated” date at the top of this page) on the NeuralX, inc Site and/or through the NeuralX, inc Service. Modifications will be effective on the date that they are posted to the NeuralX, inc Site. It’s important that you review the Terms whenever we update them before you use the NeuralX, inc Service. If you continue to use the NeuralX, inc Service after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 20(f) “Effect of Changes on Arbitration,” you may not use the NeuralX, inc Service anymore. Because the NeuralX, inc Service is evolving over time we may change or discontinue all or any part of the NeuralX, inc Service, at any time and without notice, at our sole discretion.
These Terms incorporate any other policies or procedures referenced herein that are posted to the NeuralX, inc Site from time to time:
In the event of a conflict between any policies posted on the NeuralX, inc Service and these Terms, these Terms will control. These Terms represents the entire understanding between NeuralX, inc and you regarding the NeuralX, inc Service or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Neither Party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
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