neutrino8 TERMS OF SERVICE
Last Updated: August 10th, 2020
neutrino8, Inc. (“neutrino8,” “we” or “us”) provides automated management, analytics and other premium services for edge access networks and related and complementary services including mobile applications (collectively, the “Services” and the Apps).
YOU UNDERSTAND THAT BY USING OUR SERVICES AND DOWNLOADING ANY OF OUR APPS (INCLUDING ANY CONTENT PROVIDED THEREIN), YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT USE THE SERVICES OR CONTENT. If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.
1. Eligibility and Registration.
In order to access the Services, you will have to create a neutrino8 account and become a User. To become a User you must be at least 18 years of age.
When you register, you will be asked to choose a username and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You will immediately notify neutrino8 of any unauthorized use of your password. You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete. Without limiting any other terms of this Terms of Service, you may not use false identities or impersonate any other person or use a username or password that you are not authorized to use. neutrino8 reserves the right to require you to change your username for any reason and may do so at any time.
In addition you agree to the following Acceptable Use Policy:
- You will only use the Services for authorized and lawful purposes, consistent with all applicable laws and regulations and the rights of others.
- You will not use the Services to upload, stream or otherwise transmit content: (a) that is inappropriate, as reasonably determined by neutrino8; (b) that is indecent, obscene, pornographic, defamatory, libelous, harassing, threatening, abusive, hateful, or violent; or (c) containing fraudulent, false, deceptive, or misleading offers, statements, claims or representations.
- You will not use the Services in any manner that would infringe, dilute, misappropriate or otherwise violate a third party’s privacy, publicity or other personal and intellectual property rights.
- You will not interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect to the Services except as required to use the Services in compliance with this Acceptable Use Policy.
neutrino8 reserves the right, at its sole discretion, to modify, discontinue or terminate the Services, or to modify these Terms of Service, at any time and without advance notice. However, changes made to these Terms of Service will not apply to you to the extent that (i) the changes concern matters which are the subject of an actual dispute between you and neutrino8 as of the date the changes take effect and (ii) neutrino8 has actual notice of the dispute as of the date the changes take effect. If we modify these Terms of Service, we will post the modification within the Services or provide you with notice of the modification, or both at our discretion. We will also update the “Last Updated Date” in these Terms of Service. If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Services, and if applicable, cancel your neutrino8 account. By continuing to access or use the Services after neutrino8 makes any such revision, you agree to be bound by the revised Terms of Service.
3. Termination and neutrino8 Account Cancellation.
- Without limiting other remedies, neutrino8 may immediately terminate or suspend your access to the Services in the event that you breach these Terms of Service. We also reserve the right to terminate the Services or your access thereto at any time and for any reason. In addition, neutrino8 may notify authorities or take any actions it deems appropriate, without notice to you, if neutrino8 suspects or determines, in its own discretion, that you may have or there is a significant risk that you have: (i) failed to comply with any provision of these Terms of Service or any policies or rules established by neutrino8; or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, neutrino8, any other third parties, or the Services.
- After any termination, you understand and acknowledge that we will have no further obligation to provide the Services. Upon termination, all licenses and other rights granted to you by these Terms of Service will immediately cease. neutrino8 is not liable to you or any third party for termination of the Services or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, neutrino8 will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.
- Any suspension, termination or cancellation will not affect your obligations to neutrino8 under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
4. Copyrighted Materials: No Unauthorized Use.
YOU WILL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. neutrino8 has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of Users who repeatedly infringe or are believed to be infringing the rights of copyright holders. Without limiting the foregoing, if You believe that your copyright has been infringed, please notify neutrino8 at email@example.com. Holders may report alleged infringement by your content of their copyrights by notice complying with the Digital Copyright Millennium Act, in which case you will have an opportunity to provide a counter notice under the Act.
5. Intellectual Property Rights and Ownership; Limitations.
- Definitions. Certain types of content are made available through the Site. “Content” as used in these Terms of Service means, collectively, the text, data, graphics, images, photos and video files that may be made available by neutrino8 through the Services. For purposes of clarity, Content does not include data the Customer inputs for the purpose of using the Services or facilitating use of the Services (“Customer Data”). neutrino8 reserves the right to remove and permanently delete any Content without notice. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to violate these Terms of Service.
- Content. neutrino8 and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Services and Content and the trademarks, service marks and logos contained therein. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content or related products and services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Services or Content.
6. neutrino8 Services and Apps License.
- License Grant. Subject to your compliance with the terms and conditions of these Terms of Service and the terms and conditions of your applicable Order(s), neutrino8 grants you limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Services including, where applicable, to download and install a copy of neutrino8 Applications (Apps) onto a mobile device that you own and control and run such copy or copies of the neutrino8 Apps. neutrino8 reserves all rights in the neutrino8 Application not expressly granted to you in these Terms of Service.
- Restrictions. Except as expressly specified in these Terms of Service, you may not (i) copy or modify the neutrino8 Services or Apps, including, but not limited to adding new features or otherwise making adaptations that alter the functioning of the neutrino8 Services or Apps; (ii) transfer, sell, rent, lease, distribute, sublicense or otherwise assign any rights to, or any portion of, the neutrino8 Services or Apps to any third party; or (iii) make the functionality of the neutrino8 Services or Apps available to multiple users through any means, including, but not limited to distribution of the neutrino8 Services or Apps or by uploading the neutrino8 Services or Apps to a network or file-sharing service or through any hosting, application services provider or any other type of service. The neutrino8 Services and Apps contain trade secrets, and in order to protect those secrets you agree not to disassemble, decompile or reverse engineer the neutrino8 Services or Apps, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. You will comply with any technical restrictions in the neutrino8 Services and Apps that allow you to use the neutrino8 Services and Apps only in certain ways.
- Updates and Upgrades; No Obligation. You acknowledge that neutrino8 may from time to time in its sole discretion issue updates or upgrades to the neutrino8 Services and Apps and may automatically update or upgrade the version of the neutrino8 Services or Apps that you are using on your mobile device. You consent to such automatic updating or upgrading on your mobile device and agree that the terms and conditions of these Terms of Service will apply to all such updates or upgrades. You also acknowledge that neutrino8 is not obligated to maintain or support the neutrino8 Services and Apps, or to provide you with updates, upgrades or services related thereto.
- Term and Termination. The license to the neutrino8 Services and Apps granted under these Terms of Service remains in effect for the duration of the license agreement you have contracted and paid for with neutrino8, unless earlier terminated by you or neutrino8 in accordance with this provision. You may terminate the license at any time by deleting and destroying all copies of the neutrino8 Services and Apps in your possession or control. Without limiting any other terms of these Terms of Service, the license will automatically terminate without notice from neutrino8 if you breach any terms of these Terms of Service. Upon any termination of these Terms of Service you must cease all use of the neutrino8 Services and Apps and promptly delete and destroy all copies, full or partial, of the neutrino8 Services and Apps.
- Proprietary Rights. The neutrino8 Services and copy of the neutrino8 Apps are licensed, not sold, to you. You agree that neutrino8 and its licensors own all right, title and interest in and to the neutrino8 Services and Apps, including all intellectual property rights therein, and that neutrino8 retains ownership of all copies of the neutrino8 Services and Apps even after installation on your mobile device. The neutrino8 Services and Apps are protected by United States copyright law and international treaties. You
will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the neutrino8 Services and Apps as delivered to you.
- Export Control. You may not use, export, re-export, import, or transfer the neutrino8 Services or Apps except as authorized by United States law, the laws of the jurisdiction in which you obtained the neutrino8 Services and Apps, and any other applicable Laws. In particular, but without limitation, the neutrino8 Services and Apps may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the neutrino8 Services and Apps, you represent and warrant that you are not located in any such country or on any such list. You also will not use the neutrino8 Services and Apps for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
7. Fees, Order and Payment.
- Fees for Services; Orders. The Services are made available at different service levels and/or different service plans. Not all of the features and functionality of the Services may be available in each version, service level or service plan. Separate or additional usage and/or overage charges may apply to different features, functions, versions, service levels or service plans. neutrino8 reserves the right to change, suspend or discontinue part or all of any feature, function, version, service level or service plan at any time, for any reason, without notice and without explanation. The Services to which you subscribe as a “Customer” will be specified in one or more Orders accepted by neutrino8 and/or its authorized reseller. “Order(s)” or “Order Form(s)”, means a request or order, in such format and submitted by you in the manner as is designated by neutrino8 and/or its authorized reseller, for Services. The Order Form shall describe the type and quantity of Services requested by you and other information related to the Order and shall be subject to acceptance by neutrino8 and/or its authorized reseller.
- Registration as a Subscriber / Purchaser. In order to register, on you own behalf or on behalf of an entity, to subscribe to use Services to which fees or other charges may apply, you, you are required to provide neutrino8 and/or its authorized reseller with billing and account information (“Billing Information”) for a credit card, payment card or another payment system, such as PayPal or other payment system specified by or acceptable to neutrino8, for which you are authorized to approve charges (each, a “Payment Source”) to allow neutrino8 to collect payment from you for your use of the Services. You must provide neutrino8 with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current and complete. “Order(s)” or “Order Form(s)” means a request or order for Services describing the type and quantity of Services required by Customer and submitted and accepted by neutrino8 or its authorized reseller.
- Billing. You authorize neutrino8 to automatically and immediately bill your Payment Source when charges for the Services are due, without any further action on your part or other prior notice on the part of neutrino8. You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source.
- Failure to Pay. If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the Services when due, your account may be downgraded, suspended or cancelled, at neutrino8’s discretion. If your account is suspended, neutrino8 may, but is not obligated to, maintain your account and/or related content and information, in order to allow you pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled.
- No Refund of Fees. All fees are non-refundable and non-transferable except as expressly provided in these Terms of Service. There is no prorated refund of any fees upon any termination or cancellation. You agree to immediately pay any amounts accrued, but remaining unpaid, as of termination (if any).
- Trial Use. neutrino8 may use a free introductory limited use program for its Service. In such event, the above fees will become effective when the limited use is exceeded in either amount or duration. neutrino8 reserves the right to modify or discontinue any such program at any time.
8. Obligations for neutrino8 Users - - General Prohibitions
The Services may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Services:
- Circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Content;
- Upload, stream, email or otherwise transmit (i) any content to which you do not have the lawful right to copy, transmit and display; (ii) any content for which you do not have the consent or permission of each identifiable person in the content to use the name, voice, signature, photograph, or likeness of each such person and such consent or permission is necessary; or (iii) any content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);
- Use any meta tags or other hidden text or metadata utilizing a neutrino8 name, trademark, URL or product name;
- Upload, stream, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation;
- Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Services to send altered, deceptive or false source- identifying information;
- Upload, stream, email, or otherwise transmit, via the Services, any content that is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including without limitation any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable in the opinion of neutrino8;
- Upload, stream, email, or otherwise transmit any content that contains software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing a website;
- Upload, stream, email or otherwise transmit any content that include codes that are hidden or otherwise surreptitiously contained within the images, audio or video of any content that is unrelated to the immediate, aesthetic nature of the content;
- Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available on the Services, servers or networks connected to the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- Attempt to probe, scan or test the vulnerability of any neutrino8 system or network or breach or impair or circumvent any security or authentication measures protecting the Services;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Attempt to access, search or meta-search the Services with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by neutrino8 or other generally available third party web browsers (such as Google Chrome, Microsoft Internet Explorer, Mozilla Firefox, Safari, Opera or other), including without limitation any software that sends queries to the Services to determine how a website or web page ranks.
- Collect or store personal data about other users without their express written permission;
- Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;
- Use the Services in any manner not permitted by these Terms of Service; or
- Encourage or instruct any other individual to do any of the foregoing or to violate
any term of these Terms of Service.
9. Disclaimer of Warranties.
Your use of the Services and is at your sole discretion and risk. The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. NEUTRINO8 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. neutrino8 disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Services; or (ii) that the Services and Content will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from neutrino8, will create any warranty not expressly stated in these Terms of Service. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
10. Limitation of Liability.
IN NO EVENT WILL NEUTRINO8, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, SERVICES, CONTENT AND USER SUBMISSIONS WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT NEUTRINO8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT WILL NEUTRINO8’S CUMULATIVE LIABILITY TO YOU EXCEED $100.
You agree to defend, indemnify, and hold neutrino8, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that you caused damage to a third party.
12. neutrino8 Marketplace.
The neutrino8 Marketplace, available at https://shop.neutrino8.com, is a site hosted by neutrino8 to provide access to neutrino8 services and applications (“Services” and “Apps”) and Third-party products and services (“Third Party Products”) sold by third parties (“Suppliers”) that are interoperable with neutrino8 Services. Access to and use of the neutrino8 Marketplace by neutrino8 Suppliers is available at https://shop.neutrino8.com and is subject to the additional terms and conditions as are set forth and/or referred to therein. Third-Party Products may become unavailable or be removed by neutrino8, in its sole discretion, or by a Supplier at any time.
neutrino8 is not responsible for Customer Data transferred to a Supplier. Suppliers may use Customer Data as permitted in the Supplier Terms. Use of the Third Party Products may require Customer Data to be transferred to the Supplier and by accessing and using the Third Party Product, Customer consents to the transfer of Customer Data by neutrino8 as required by the Supplier.
13. Third Party Links.
The Services may provide links to third party websites or resources from the Services. You acknowledge and agree that neutrino8 is not responsible or liable for the availability or accuracy of, and neutrino8 does not endorse, such websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
14. Feedback and Independent Development.
Your feedback is welcome and encouraged. You may submit feedback by emailing us at firstname.lastname@example.org. You agree, however, that: if you elect to provide suggestions, ideas, proposals, concepts or other feedback to us (whether written, verbal or in any other format or manner) in connection with these Terms of Service or use of our Services (“Feedback”), you acknowledge and agree that we have no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback and we will be free to use and exploit the same in any manner without restriction of any kind. You acknowledge and agree that all Feedback will be the sole and exclusive property of neutrino8. You hereby irrevocably transfer and assign to neutrino8 and agree to irrevocably transfer and assign to neutrino8 all of your right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein. At neutrino8’s request and expense, you will execute documents and take such further acts as neutrino8 may reasonably request to assist neutrino8 to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback. Further, you acknowledge and agree that neutrino8 is engaged in creating and developing its own programs, plans and projects so it is possible that we are already independently developing products services, plans and projects that are quite similar and/or competitive with your Feedback (including the concepts contemplated by or embodied therein). Nothing in these Terms of Service will be construed as a representation or agreement that we will not develop or have developed, distribute, market or promote applications, services, products, concepts, systems or techniques that are similar to and/or compete with the applications, services, products, concepts, systems or techniques contemplated by or embodied in any Feedback or compensate you or provide you with any input or response with regard to your Feedback.
- No Assignment. You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of neutrino8. Any purported assignment or delegation by you without the appropriate prior written consent of neutrino8 will be null and void. neutrino8 may assign these Terms of Service or any rights hereunder without your consent.
- Relationship of the Parties. For purposes of these Terms of Service, including if you become a User and create an account, you are not an employee or agent of neutrino8, and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Service, including without limitation any expenses associated with the implementation of these Terms of Service.
- Severability and Waiver. In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of neutrino8 to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
- Force Majeure. neutrino8 will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, epidemics, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity to the Internet issues and unrelated to neutrino8 infrastructure or , or failure at a neutrino8 facility (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, neutrino8 will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
- Governing Law. These Terms of Service and the relationship between you and neutrino8 will be governed by the laws of the State of California without regard to its conflict of law provisions. You and neutrino8 agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California.
- Entire Agreement. These Terms of Service are the entire and exclusive agreement between neutrino8 and you regarding the Services and Content and supersede and replace any prior agreements between neutrino8 and you regarding the Services and Content.
- Notices. Any notice or other communication to be given hereunder will be in writing and given (a) by neutrino8 via email (in each case to the address that you provide), (b) a posting on neutrino8's website or (c) by you via email to email@example.com or to such other addresses as neutrino8 may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
- Questions. If you have questions about these Terms of Service or would like to request a copy of these Terms of Service or any other records relating to these Terms of Service of your use of the Site and Services, please contact neutrino8 at firstname.lastname@example.org.