1. Introduction

(a) Welcome to NeuralPit! These Terms of Service ("Terms", "Terms of Service") are used to determine the rules of the Service and to clarify the legal relationship between the entity using the Service and the Company.

(b) NeuralPit Pty Ltd ("Company") (ACN 667015894) operates web pages located at NeuralPit.com ("Website") and offers Service (as defined below in Section 2). The Service is dedicated to the professional entities to help them to conduct their business and improve productivity.

(c) Please read these terms and conditions (Terms) carefully. By using the Website and/or the Service in any manner, also by going through the Account registration process, the User or the Guest declares that (i) he/she has read, understood and accepts the provisions of the Terms and Privacy Policy, (ii) his/her age and legal capacity enables to conclude an agreement with the Company, (iii) he/she has the right to act on behalf of the entity which he/she represents and his/her declarations are effective. If you do not agree with the Terms, he/she should not use the Service. In such a case however, the User may contact the Company by emailing atsupport@NeuralPit.com  so the Company can try to find a solution.

(d) NeuralPit reserves the right to review and change any of the Terms by updating this page at its sole discretion. When NeuralPit updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. Definition

Unless otherwise indicated, the following capitalizes terms have the following meaning:

Account - means individualized panel serving the User to exploit the Service and/or the Website.

Agreement - means a subscription agreement that may be concluded between User and the Company, that specifies the scope and the price for using the Service.

API - means NeuralPit application programming interface to be integrated with the User's software or website applications.

Company - means NeuralPit Pty Ltd.

Content - means the contents such as texts, pictures, data files and other, which the Guest, or the User publishes, uploads, presents or sends on the Website or with the use of Service.

Device - means devices such as a computer, telephone, smartphone, tablet or other electronic equipment which allows browsing web pages.

Guest - means an entity browsing the Website.

Intellectual Property - means any designations, inventions, utility models, industrial designs, works and other externalized expressions of creative activity that are the subject of exclusive rights of the Company.

License - means a non-exclusive right to personal use of the API and/or the Widget.

Link - means hyperlink referring to the Other Website.

Mobile Device - means a portable device such as a telephone, smartphone, tablet or other electronic equipment which operates the Website and/or the Service.

Notification - means message sent to the User as part of the Service.

Other Websites - means websites other than the Website.

Password - means the User's anonymized verification tool which enables the access to the Account and is the sequence of signs possibly to entry by using the keyboard of the computer or Mobile Device, which also allows entering text messages in the amount and configuration invented by the User however containing at least 8 signs.

Privacy Policy - means the Privacy Policy, which defines the rules of personal data processing by the Company, available under the following internet address: https://www.NeuralPit.com/privacy.

Service - means together the Website, Widget and/or the API (depending on the scope dedicated to a given User pursuant to the Agreement).

Terms - means these terms of service available under the following address: https://www.NeuralPit.com/terms.

User - means an entity who owns the Account.

Website - means web pages located at NeuralPit.com.

Widget - means a NeuralPit widget that may be implemented to the User's website.

Above mentioned definitions retain their meaning regardless of whether they are expressed in the singular or the plural.

3. Acceptance of the Terms

By remaining on the Website or using the Service. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by NeuralPit in the user interface.

The Terms apply to relations between the Company and the Guest or the User only. If the Service and/or the Website introduces the possibility of providing Service by other entities, they will be provided on the basis of regulations shared by these entities and only these entities will be responsible for the execution of the Service, except the content of the Terms clearly and unambiguously indicates otherwise. Each entity using the Service and/or the Website is obliged to use it in accordance with its destiny resulting from the Terms. Using the Website is permissible provided that the Device meets jointly the following minimum technical requirements:

4. Registration to Use the Service

(a) In order to access the Service, you must first register for an account through the Website (Account).

(b) As part of the registration process, or as part of your continued use of the Service, you may be required to provide personal information about yourself (such as identification or contact details), including:

(c) You warrant that any information you give to NeuralPit in the course of completing the registration process will always be accurate, correct and up to date. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Website and Service.

(d) You are responsible for maintaining the confidentiality of your Account and Password, including but not limited to the restriction of access to your Device or Mobile Device and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or Password, whether your Password is with our Website and Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

(e) Once you have completed the registration process, you will be a registered member of the Website (User) and agree to be bound by the Terms.

(f) You may not use the Service and may not accept the Terms if:

(g) Teams plan is intended for teams, businesses and organizations of all sizes who want to work, improve productivity and innovate together. If you create a Team on behalf of an organization or employer, you are binding them to these Terms and all the obligations set out in them. If they haven’t authorized you to do this, you’ll need someone who is authorized to create the Team.

5. Eligibility

Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 16 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).

6. Responsibilities and Conduct as a User

(a) As a Member, you agree to comply with the following:

(i) you will use the Service only for purposes that are permitted by:

(A) the Terms

(B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

(ii) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Service.

(iii) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify NeuralPit of any unauthorized use of your password or email address or any breach of security of which you have become aware.

(iv) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of NeuralPit providing the Service.

(v) you will not use the Service or the Website in connection with any commercial endeavour except those that are specifically endorsed or approved by the management of NeuralPit.

(vi) you will not use the Service or Website for any illegal and/or unauthorized use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or engaging in spamming or unauthorized framing of or linking to the Service or Website.

(vii) You will not copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof.

(viii) You will not access the Service for purposes of performance benchmarking; access the Service for purposes of building or marketing a competitive product; use the Service to store or transmit a virus or malicious code; use a virtual private network (VPN) to circumvent geographic-based pricing or content access.

(ix) You will not use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Licensed Content.

(x) You agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Service. Appropriate legal action will be taken by NeuralPit for any illegal or unauthorized use of the Service or Website.

(xi) NeuralPit does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence.

7. Teams Administration

(a) You can create or join a “Team” on the Website that allows you to collaborate with others. The creator of the Team is the “Team Owner.” Each Team may have one or more people identified as administrators (each, an “Administrator”) by the Team Owner or another Administrator. Both the Team Owners and Administrators can add, modify or remove people from the Team and manage their permissions and access to User Content and Designs, as well as sign-up, upgrade to subscription plans and process subscription payments. If you add a person to a Team, you represent and warrant that you or your organization have obtained all necessary consents from that person to be added. If you enable account management services which allow you to manage the Teams and Users using NeuralPit at your organization, you represent and warrant that you are authorized to do so on behalf of your Team and/or organization.

(b) If you are on Team on the Website for Teams, the Team Owner or Administrator may control access to, delete, or re-assign ownership to the User Content you upload and process on the account you access as part of the Team. NeuralPit is not responsible for any actions taken by Team Owners or Administrators. It is your responsibility to not upload User Content or process data on an account associated with a Team if you do not want to potentially transfer ownership or disclose such User Content or work to others on the Team

8. Billing and Payment

(a) NeuralPit offers a free and paid Service (learn more Subscription plans here). If you are on a NeuraPit for Teams plan, the Team Owner and Administrators will be billed for and is responsible for payment of subscription fees (Service Fee). There could be more than one Administrator within a Team, and this is nominated by the Team Owner.

(b) Subscriptions and Renewals: If you are subscribing to one of NeuralPit paid subscription plans, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.

(c) Taxes: Your Service Fee are inclusive of all taxes unless otherwise specified in an agreement with NeuralPit, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.

(d) Free Trials: NeuralPit may offer you a free trial to allow you to try our Service. NeuralPit reserves the right to set eligibility requirements and the duration for free trials and pilots.

(e) At the end of your free trial, your access to the Service will cease if you do not enter into a paid subscription prior to the end of the free trial period.

(f) Upgrading subscription plan will be effective immediately.

(g) Downgrading subscription shall not be in effect until your next billing or thirty (30) days after notice, whichever is later.

(h) Cancellation: You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable. The cancellation will be in effect at the end of the current billing period.

(i) You agree and acknowledge that NeuralPit can vary the Service Fee at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.

(d) Rights Pertaining to Your Information.

(j) Where the option is given to you, you may make payment for the Service (Service Fee) by way of:

(i) Stripe (Stripe).

(ii) PayPal (PayPal).

(iii) Electronic funds transfer (EFT) into our nominated bank account.

(iv) Credit Card Payment (Credit Card).

Unless explicitly stated otherwise, all fees and all references to “dollars” or “$” are to United States Dollars.

(k) You acknowledge and agree that where a request for the payment of the Service Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Service Fee.

(l) All invoices will be due and payable within thirty (30) days of the invoice date. Any fees remaining unpaid for more than thirty (30) days past their due date shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law.

9. Refund Policy

Except when required by law, Service Fee are non-refundable.

10. Copyright and Intellectual Property

(a) The Website, the Service and all of the related products of NeuralPit are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Service and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Service are owned or controlled for these purposes, and are reserved by NeuralPit or its contributors.

(b) All trademarks, service marks and trade names are owned, registered and/or licensed by NeuralPit, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

(i) use the Service and Website pursuant to the Terms.

(ii) copy and store the Website and the material contained in the Website in your device’s cache memory.

(iii) print pages from the Website for your own personal and non-commercial use.

NeuralPit does not grant you any other rights whatsoever in relation to the Website or the Service. All other rights are expressly reserved by NeuralPit.

NeuralPit retains all rights, title and interest in and to the Website and all related Service. Nothing you do on or in relation to the Website will transfer any:

(i) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright.

(ii) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design.

(iii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).

(d) You may not, without the prior written permission of NeuralPit and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Service or third party Service for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

11. Information Security and Privacy

(a) NeuralPit processes personal data with due diligence and ensuring adequate technical and organizational security measures to protect your information from unauthorized access, destruction, use, modification or disclosure. NeuralPit shall not be liable for the personal data protection of the User’s customers that use the Service. NeuralPit shall not be liable for the contents and rules of personal data protection and privacy on the Other Websites, including those to which the Links refer. NeuralPit shall not be liable for the damages caused by browsing the Other Websites or posting any personal data or other information on them. NeuralPit recommends reading the rules of personal data protection and privacy on the Other Websites, including those to which the Links refer, before starting using them, in particular before publishing own personal data or other essential information on the Other Websites.

(b) NeuralPit takes your privacy seriously and any information provided through your use of the Website and/or Service are subject to NeuralPit’s Privacy Policy, which is available on the Website. We act as a ‘Data Processor’ under laws like the General Data Protection Regulation (GDPR) because you make the decisions about the personal data in your account and we are processing that data on your behalf.

12. General Disclaimer

(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

(b) Subject to this clause, and to the extent permitted by law:

(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded:

(ii) NeuralPit will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Service or these Terms (including as a result of not being able to use the Service or the late supply of the Service), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

(c) Use of the Website and the Service is at your own risk. Everything on the Website and the Service is provided to you ‘as is’ and ‘as available’ without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of NeuralPit make any express or implied representation or warranty about the Service or any products or Service referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorized access to records.

(ii) the accuracy, suitability or currency of any information on the Website, the Service, or any of its Service related products (including third party material and advertisements on the Website).

(iii) costs incurred as a result of you using the Website, the Service or any of the products of NeuralPit.

(iv) the Service or operation in respect to links which are provided for your convenience.

13. Limitation of Liability

We may occasionally update our Privacy Policy. We’ll post the revised policy on this page and adjust the ’effective date’. Review this policy periodically for changes. These changes become effective once posted. Your continued use of our Service or provision of Personal Data signifies your consent to the updated Privacy Policy.

14. Termination of Contract

(a) The Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using NeuralPit it’s free offering, when your account is deleted or terminated by either you or by NeuralPit as set out below.

(b) If you want to terminate the Terms, you may do so by:

(i) providing NeuralPit with reasonable days’ notice of your intention to terminate.

(ii) closing your accounts for all of the Service which you use, where NeuralPit has made this option available to you.

Your notice should be sent, in writing, to NeuralPit via the ‘Contact Us’ link on our homepage.

(c) NeuralPit may at any time, terminate the Terms with you if:

(i) you have breached any provision of the Terms or intend to breach any provision.

(iii) the provision of the Service to you by NeuralPit is, in the opinion of NeuralPit, no longer commercially viable.

(d) Subject to local applicable laws, NeuralPit reserves the right to take one or more of the following actions in its sole discretion: (i) delete the prohibited User Content or work; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all User Content or work associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content or work to appropriate government authorities if:

(i) you breach any provision of the Terms or or intend to breach any provision.

(ii) you breach any applicable law.

(iii) or if your conduct impacts NeuralPit’s name or reputation or violates the rights of those of another party.

(iv) NeuralPit is required to do so by law.

NeuralPit may also at any time, terminate the Terms with you if the provision of the Service to you by NeuralPit is, in the opinion of NeuralPit, no longer commercially viable.

Upon any expiration or termination of your Subscription, you must cease using the Service. User Content included in any shared files and documents will continue to available within that work for a commercially reasonable time period even after Your Subscription expiration or termination (see our Privacy Polity). Unless your account was terminated due to a Violation, you can download or export your User Content and work using the functionality of the Service prior to the expiration or termination of your subscription. Beyond this period, you will lose access to your User Content and work, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited). If your account has been terminated due to a Violation, you may not create a new account on any NeuralPit Service unless you receive NeuralPit’s written permission.

15. Indemnity

You agree to indemnify NeuralPit, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(i) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content.

(ii) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so.

(iii) any breach of the Terms.

16. Dispute Resolution

If you have a dispute arising out of these Terms, contact us via email (support@NeuralPit.com) and we’ll attempt to work with you to resolve the dispute.

(a) Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

(b) Notice:

A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

(c) Resolution:

The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

The mediation will be held in Queensland, Australia. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims.You agree that, by entering into this agreement, you and NeuralPit are each waiving the right to a trial by jury or to participate in a class action.

(d) Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as ‘without prejudice’ negotiations for the purpose of applicable laws of evidence.

(e) Termination of Mediation:

If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

17. Venue and Jurisdiction

In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia.

18. Governing Law

The Terms are governed by the laws of Queensland, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

19. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

20. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.