Neeuton has developed a web-based service available through various websites (each a “Site”) operated and provided by and on behalf of Neeuton (such service, together with each Site, the “Platform”). The Platform enables advertisers, marketers or their agents (collectively, “Marketers”) to, among other things, engage with ambassadors (“Influencers”) for the creation and distribution of content created by Influencers (“Assignments”).
Unless You later enter into any the other agreements with Neeuton regarding the Platform or Content, this Agreement is the complete and exclusive agreement between You and Neeuton regarding Your access to and use of the Platform and Content. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Neeuton relating to Your use of the Platform and Content (but excluding other agreements You may have entered into with Neeuton regarding your creation of Assignments (a “Influencer Agreement”). In the event of any conflict between the terms of Your Influencer Agreement and this Agreement, the terms of this Agreement will control.
PLEASE CAREFULLY READ THIS AGREEMENT. by ACCESSING OR USING THE PLATFORM OR CONTENT, or by clicking a box that states that you accept or agree to these terms, YOU agree THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, or do not meet the qualifications included in this agreement, Neeuton IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM OR CONTENT and YOU MUST NOT ACCESS OR USE THE PLATFORM OR CONTENT. IF YOU ACCESS OR USE THE PLATFORM OR CONTENT, YOU ACKNOWLEDGE that you meet the qualifications included in this agreement and AGREE TO BE BOUND BY THIS AGREEMENT.
Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
This Agreement is entered into as of the earlier of the date You first download or install an Application, access or use the Platform or Content, or indicate your acceptance by clicking a box that states you accept this Agreement (the “Effective Date”) and will continue until terminated as set forth herein.
Neeuton reserves the right, at any time, to modify the Platform, Content or this Agreement, by making those modification available on the Platform or by providing notice to You as specified in this Agreement. Modifications will be effective immediately upon posting on the Platform or such other notice. You may cease using the Platform at any time if you do not agree to any modification. However, You will be deemed to have agreed to such modification through Your continued use of the Platform following such notice.
You may be required to establish an account on the Platform (an “Account”) to access an Application and certain portions of the Platform. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform or Content through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Neeuton immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current.
Subject to Your compliance with this Agreement, Neeuton will permit You to access and use the Platform, solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You have entered into with Neeuton.
Unless otherwise noted on the Platform, all content, data or other information provided through the Platform is owned by Neeuton. You are solely responsible for verifying the accuracy, completeness, and applicability of all such Content, and for Your use of any such Content. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Neeuton has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Platform. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto. If You would like to use the Content in a manner not permitted by this Agreement, please contact Neeuton.
This Agreement may be terminated by either party at any time, in that party’s sole discretion. Upon termination or expiration of this Agreement for any reason: (1) all rights and subscriptions granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the Platform and all Content; (3) Neeuton may delete Your Account and any of Your Assignments held by Neeuton at any time. Sections 1 (Definitions), 6 (Termination), 9 (Ownership), 10 (Warranties and Disclaimer), 11 (Indemnity), 12 (Limitation on Liability), 13 (Data Privacy) and 14 (Governing Law and Venue) will survive any expiration or termination of this Agreement.
Without limiting Neeuton right to terminate this Agreement, Neeuton may also suspend Your access to Your Account and the Platform or Content (including Your Assignments), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Neeuton to be inappropriate or detrimental to the Platform, Neeuton, or any other Marketer or Influencer.
The Platform, and the databases, software, hardware and other technology used by or on behalf of Neeuton to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Neeuton. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
Neeuton retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your right to access the Platform and Content under this Agreement. The Neeuton name, logo and all product and service names associated with the Platform and Content are trademarks of Neeuton and its licensors and providers and You are granted no right or license to You to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
Each party hereby represents and warrants that: (1) it has the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on behalf of such party; and (3) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM, CONTENT and TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” and Neeuton AND ITS providers EXPRESSLY DISCLAIM, AND YOU DISCLAIM ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO the SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, title or non-infringement. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Neeuton, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES expressly SET FORTH IN THIS SECTION.
You hereby agree to indemnify, defend, and hold harmless Neeuton and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your access to or use of the Platform, Content or Technology, any Assignments You provide to the Platform, and any breach by You of this Agreement. Neeuton will provide You with notice of any such claim or allegation, and Neeuton will have the right to participate in the defense of any such claim at its expense.
Neeuton will not BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT OR SERVICES, EVEN IF Neeuton HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF SUBMISSIONS, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. Neeuton TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND all SERVICES provided under this agreement, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10. You agree THAT Neeuton WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, Neeuton’s LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The access to and use of the Services shall be governed and construed in accordance with Spanish law. Any dispute that may arise from or in connection to Neeuton and the Services users shall be settled in the Courts of Barcelona, Spain. To this end, the parties expressly renounce their own jurisdiction and submit to the jurisdiction of the Courts of Barcelona, Spain.