NEURUN

Terms of Service

Last Revised: 7/18/18

 

            Welcome to Neurun! Neurun provides a Service through which individuals can view and download interactive tours of racing events in order to visualize the course and terrain of a given race event and mentally prepare prior to participating in the event. We provide our services through a website and mobile application (the “Service”). The following Terms of Service (“Terms,” “Terms of Service,” or “Agreement”) apply when you view or use the Neurun website located at http://www.neurun.com/ (the “Site”, part of the Service) or the Neurun mobile application (the “App”, part of the Service), or in any way use or access any other components of the Service.

 

To make these Terms easier to read, we will refer to Neurun, Inc. (including our directors, officers, members, managers, employees, service providers, affiliates, successors and assigns) as “our”, “we”, “us” or “Neurun”; and we will use “Participant” or “you” to refer to you, and/or any other individual who registers for, accesses, and/or interacts with the Service, whether on the Site or App. Any use, promotion, and/or interaction with the Service by organizers and/or sponsors of racing events (each a “Host”) shall be governed by separate agreements with each such Host (“Host Agreement”).

 

Please review these Terms and our Privacy Policy carefully before you begin using the Service. Our Privacy Policy describes what information we collect from you, and how we use and share information we collect from you. By using the Service, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, which together create a binding legal agreement between you and Neurun. Certain features of the Service may be subject to additional guidelines, terms, or rules, which may be set forth a separate written agreement or posted on the Site or App in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Service.

Eligibility to Use the Service. You need to be at least 13 years old to register for and use the Service. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Neurun and meet all of the eligibility requirements in this Agreement.

 

Creating an Account. In order to use the App and access all features of the Service, you will have to create a personalized account that includes a unique username and password (“Account”). All the information you provide to create an Account must be current and complete. You understand and agree that all information you provide to register for an Account and use the Service is governed by our Privacy Policy; and, you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 

Safeguarding Your Account. It is your responsibility to protect your Account and to maintain the confidentiality of your username and password. You are responsible for all activity that occurs in relation to your Account. You agree to notify us immediately if you suspect or become aware of any unauthorized use or breach of your Account. You also agree not to allow any unauthorized person to access the Service using your Account. Neurun will not be liable for any loss that may occur as a result of someone else using your Account, username or password, either with or without your knowledge. To the extent allowable by law, you shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable attorney’s fees for your failure to safeguard your Account and personal information and/or promptly notify Neurun about unauthorized use or breach of your Account.

 

Your Right to Use the Service. Subject to these Terms of Service, we hereby grant you a limited, revocable, personal, non-sublicenseable, non-transferable, and non-exclusive license to access and use the Service. Unless explicitly stated otherwise, any new features we provide that add to or enhance the current Service shall also constitute “Service” and shall be subject to these Terms.

 

We Do Not Guarantee Access to the Service at Any Given Time. We reserve the right to withdraw or amend the Service, and any feature or material we provide as part of the Service, in our sole discretion and without notice. In addition, the Service may automatically download and install upgrades and updates. We will not be liable if all or any part of the Service is unavailable for any reason at any time.

 

We Reserve the Right to Restrict Access to the Service. We reserve the right to refuse or restrict the use of or access to the Service to anyone for any reason at any time. Neurun, in its sole discretion, may terminate your right to use the Service with or without cause at any time, and may prevent your future use of the Service. You may terminate this Agreement by simply discontinuing use of the Service. In the event of any termination of this Agreement, Neurun may restrict your access to the Service and any content or material that you may have used in connection with the Service. The restriction of your use of the Service shall survive such termination, and you agree to be bound by those terms. Neurun reserves all rights that are not expressly granted to you under these Terms.

 

Intellectual Property. You acknowledge and agree that Neurun and our licensors retain ownership of all intellectual property rights of any kind related to Neurun Content and the Service, including all associated copyrights, trademarks, and other proprietary rights. “Neurun Content” includes all photos, images, graphics, video, data, text, materials, software, informational materials, text, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available through the Service. Certain information, content, and product and company names that are mentioned on the Service may be trademarks or copyrights of their respective owners. We reserve all rights that are not expressly granted to you under these Terms. You may not, without Neurun’s prior written approval, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any of the Neurun Content, or any other information, content, materials, software, products, or services posted, generated, provided, or otherwise made available in connection with the Service.

 

Links to Other Sites and/or Materials. As part of the Service, Neurun may provide you with convenient links to third party website(s); content or items belonging to or originating from third parties; or features allowing for integration between the Service and one or more third party services (collectively, “Third Party Materials”). Neurun has no control over Third Party Materials, or the promotions, information, goods or services available in connection with Third Party Materials. Third Party Materials are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Neurun, and Neurun is not responsible for any Third Party Materials accessed through the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Materials.  Inclusion of, linking to or permitting the use or installation of any Third Party Materials does not imply approval or endorsement by Neurun. If you decide to leave the Service and access any Third Party Materials, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including all applicable fees, privacy and data gathering practices, of any Third Party Materials you access or use.

 

Copyright Complaints. If you are the copyright owner or an agent thereof and believe, in good faith, that the Service or any portion of the Service, or any content or materials currently being used in connection with the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending the following information in writing to Neurun’s designated copyright agent at support@neurun.com.

•       The date of your notification;

•       A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

•       A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

•       A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;

•       Information reasonably sufficient to permit Neurun to contact you, such as an address, telephone number, and/or email address;

•       A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

•       A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Prohibited Uses. In addition to complying with other provisions of these Terms, you agree that you will not:

 

·      Use the service for any unlawful purpose or for the promotion of illegal activities;

·      Attempt to, or harass, abuse, or harm another person or group;

·      Provide others with access to or use of your Account, or use an Account without permission;

·      Use the Service for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way;

·      Use the Service in any manner which may infringe upon, misappropriate, or otherwise violate the intellectual property rights or other rights of Neurun or any third party, including but not limited to, trademark, copyright, and/or other privacy rights;

·      Provide false or inaccurate information when registering for an Account;

·      Interfere or attempt to interfere with the proper functioning of the Service;

·      Make any automated use of the Service, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on the Service;

·      Copy, adapt, modify, create derivative works of, distribute, sell, or lease any part of the Service or materials we provide as part of the Service;

·      Reverse engineer or attempt to extract the source code of the software or tools available as part of the Service;

·      Use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;

·      Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; or

·      Bypass any measures we take to restrict access to the Service.

 

Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law.  If you become aware of misuse of our Service, please contact us at info@neurun.com.

 

Pricing and Billing. Neurun does not currently charge Participants for using the Service. If you are a Host, the Host Agreement for a given racing event will set forth and govern the pricing and billing terms, as well as all other terms and conditions applicable to Hosts.

 

Email May Not Be Used to Provide Legal Notice to Neurun. Communications made through the Service’s e-mail and messaging system, will not constitute legal notice to Neurun or any of its officers, employees, agents or representatives in any situation where notice to Neurun is required by contract or any law or regulation.

 

You Consent to Receive Communications in Electronic Form. For contractual purposes, you (A) consent to receive communications from Neurun in an electronic form via the email address you have submitted; and (B) agree that all Terms of Service, agreements, notices, disclosures, and other communications that Neurun provides to you electronically satisfy any legal requirement that such communication would satisfy if it were in writing.  The foregoing does not affect your non-waivable rights. We may also use your email address, to send you other messages, including information about Neurun and special offers. You may opt out of such email by changing your account settings or sending an email to info@neurun.com.

 

Modification of Terms of Service. We may update the content, materials, and features of the Service from time to time. Please be advised that any content contained on the Service may not necessarily be complete or up-to-date. Any of the materials provided in connection with the Service may be out of date at any given time, and we are under no obligation to update such materials.

We may revise and update these Terms from time to time in our sole discretion. All changes become effectively immediately when we post them. It is your responsibility to check the Site from time to time so you are aware of any changes. If you continue to use the Service after we post revised Terms, you signify your agreement to such revised Terms. However, we will notify you of material changes to the Terms by posting a notice on the Site and sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current 

Compliance with Laws. You will use the Service in full compliance with all applicable laws and regulations with regard to your use of the Service, including all applicable traffic laws and official race rules.

 

Assumption of Risk. Although the interactive race courses provided through the Service are meant to assist you in preparing for a race, race courses, conditions, and environmental terrain are subject to change at any time due to factors beyond our control. Please be advised that each interactive race course provided as part of the Service is a mere depiction of a given race course, and we cannot guarantee complete accuracy or reliability of any race course depiction, or other information or content provided in connection with the Service. Accordingly, Neurun will not be responsible for the accuracy or reliability of the information or content depicted or provided in connection with the Service, or for the consequences (including any damages or loss) of any Participant’s reliance on any such information. Participants are strongly encouraged to always review and follow all official race rules, and to comply with all signs, cones, markers, other landmarks provided by the race organizers to direct runners and spectators. Neurun shall have no liability for interruptions or omissions in Internet, network or hosting services. Neurun shall have no liability for any changes or alterations made to any race course, or for any detours or obstructions along any race course, that may not be reflected in the Service, regardless of the cause or reason for any such changes, alterations, detours, or obstructions. You assume the sole and complete risk of using the Service.

 

THE SERVICE DOES NOT PROVIDE PROFESSIONAL OR MEDICAL ADVICE. THE SERVICE OFFERS INFORMATION PERTAINING TO RACING EVENTS, AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. THE SERVICE IS NOT INTENDED TO BE A SUBSTITUTE OR REPLACEMENT FOR ANY PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU ARE ADVISED TO SEEK ASSISTANCE FROM A PHYSICIAN OR HEALTH-CARE PROFESSIONAL BEFORE BEGINNING ANY FITNESS PROGRAM AND/OR IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH. THE USE OF ANY INFORMATION OR CONTENT PROVIDED IN CONNECTION WITH THE SERVICE IS SOLELY AT YOUR OWN RISK.

 

NOTHING STATED OR POSTED ON THE SITE OR APPLICATION, OR OTHERWISE PROVIDED THROUGH THE SERVICE ARE INTENDED TO BE THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. NEURUN MAKES NO WARRANTY OF ANY KIND AS TO THE ACCURACY, COMPLETENESS, OR APPROPRIATENESS OF THE SERVICE OR USE OF THE SERVICE FOR ANY PURPOSE.

 

WARRANTY DISCLAIMER. THE SERVICE, AND ANY CONTENT OR INFORMATION THEREIN, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. NEURUN MAKES NO EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS REGARDING THE SERVICE OR THE USE OR PERFORMANCE OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEURUN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE (INCLUDING ANY CONTENT AND INFORMATION THEREIN) INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEURUN MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

 

LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEURUN, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY FOR ANY INTERRUPTION OF THE SERVICE, LOSS OF USE, LOST SAVINGS OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING. COMPANY WILL NOT BE LIABLE FOR ANY DELAY IN ACCESSING AND/OR INABILITY TO ACCESS THE SERVICE, WHETHER DUE TO AN ACT OF GOD, ACTION BY GOVERNMENTAL ENTITY, STRIKE, NETWORK DIFFICULTY, ELECTRONIC MALFUNCTION, OR ANY RELIABILITY OR EFFECTIVENESS RELATED TO THE SERVICE. COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. COMPANY’S LIABILITY TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (EVEN IF A FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WILL BE LIMITED TO THE TOTAL FEES PAID BY YOU FOR THE SERVICE.

 

If you have a dispute with one or more Participants, a race organizer, or a vendor or administrator of any Third Party Materials, product, or service that you access or use in connection with the Service, you hereby release Neurun from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. To the extent that the state in which you reside does not permit the exclusion or limitation of liability for incidental or consequential damages, the above disclaimer of warranty and limitation of liability may not apply to you.

 

DISPUTES WILL BE RESOLVED THROUGH ARBITRATION

 

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH NEURUN, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NEURUN.

 

All claims and disputes arising from your use of the Service or these Terms will be resolved by binding arbitration, rather than in court. Arbitration will be conducted by a neutral arbitrator, in accordance with the rules of the American Arbitration Association (“AAA”). Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at Neurun’s election. The arbitrator will decide the jurisdiction and the rights and liabilities, if any, of you and Neurun. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any other relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator will issue a written award and statement of a decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Both parties agree that any dispute resolution proceedings will be conducted on an individual basis, and not as a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial. Both parties also agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights. This provision shall survive the termination of this Agreement or any other agreement.

 

 

INDEMNIFICATION: You agree to indemnify and hold harmless Neurun, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures, and suppliers, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, misuse of the Services, violation of any law, or INFRINGEMENT OF ANY THIRD PARTY rights; such indemnification shall include any loss suffered by Neurun as a result of your use of the Service.

 

Governing Law: Any claim relating to the service shall be governed by the laws of the state of Delaware without regard to its conflict of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this agreement shall be in an appropriate state or federal court located in the state of Delaware. If for any reason a court of competent jurisdiction finds any provision of this agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. A printed version of this Agreement shall be admissible in judicial or administrative proceedings.

 

Severability. If any part of these Terms is held invalid or unenforceable, that portion of the Terms of Service will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Our rights under these Terms of Service will survive any termination of these Terms and any other agreement between you and Neurun.

 

Limitation to Initiate a Cause of Action. You agree that any cause of action related to or arising out of your relationship with Neurun must commence within ONE (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

 

Assignment. Neurun may assign or delegate these Terms of Service and/or Neurun’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without Neurun’s prior written consent, and any unauthorized assignment and delegation by you is void.

 

Waiver of Strict Compliance. Even if Neurun does not require strict compliance with these Terms in every instance, you are still obligated to comply with these Terms. Our failure to enforce any of the provisions, conditions, or requirements of these Terms, at any time, or the failure to require performance by you of any of the provisions of these Terms, at any time, will in no way waive your obligation to comply with these Terms, or our ability to enforce each and every such provision as written. Any and all waivers by Neurun of any provision, condition, or requirement of these Terms will only be effective against Neurun if it is in writing and signed by an authorized officer of Neurun, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.