Thank you for using Neptune! We’re happy you’re here. Please read this Terms of Service agreement carefully before accessing or using Neptune. Because it is such an important contract between us and users (whether personally or on behalf of an entity), we have tried to make it as clear as possible. For your convenience, we have presented these terms in a short non-binding summary followed by the full legal terms.
Content ownership on Neptune. As a user of our Services, you have certain responsibilities regarding the use of the platform. We also request that you grant us certain rights, which will enable us to improve and provide better services to you.
We will not be liable for damages or losses arising from user use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to users.
Please see this section for legal details including our choice of law.
The Neptune Terms of Service
Effective date: March 7, 2019, amended October 1, 2023, effective date November 1, 2023.
Short version:We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There’s not going to be a test on it, but it’s still useful information.
The “Service” refers to the applications, software, products, and services provided by Neptune.
The “Website” refers to Neptune’s website located at neptune.ai, and all content, services, and products provided by Neptune at or through the Website. It also refers to Neptune-owned subdomains of neptune.ai, such as ui.neptune.ai and docs.neptune.ai. Occasionally, websites owned by Neptune may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
“User,” “You,” and “Your” refer to the individual user, whether personally or on behalf of an entity, that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
“Neptune,” “We,” and “Us” refer to Neptune Labs, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
“Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. “Content” also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. “Your Content” is Content that you create or own.
An “Account” represents your legal relationship with Neptune. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Neptune.
“Workspaces” are distinct collaborative environments within the Service that can be associated with either a single user account or multiple user accounts. A workspace serves as a dedicated area for users to collaborate on projects and share resources. It is not a shared account itself, but rather a container for organising and managing work-related activities. A workspace can be associated with a single user account, meaning it is owned and primarily used by that particular user. Alternatively, a workspace can be associated with multiple user accounts, enabling collaboration and allowing multiple users to work together within the same workspace.
B. Account Terms
Short version: User Accounts and Workspaces have different administrative controls; a human must create your Account; you must be 18 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.
1. Account Controls
Workspaces. The Admin role in a workspace has complete administrative authority over the workspace and its contents. This includes managing subscription details (including invoice data), managing workspace members (adding or removing members), and creating projects within the workspace. An Admin also has the ability to delete projects and disable the creation of public projects within the workspace.
Members in a workspace, on the other hand, have more limited permissions than Admins. They cannot manage the subscription, manage other workspace members, or delete projects. Members can, however, still create projects within the workspace and have certain permissions based on their role in those projects.
Workspace Admins automatically become owners of all projects within their workspace. They can grant ownership to others and assign access levels (Owner, Contributor, Viewer) to workspace members for each project:
Owners: Full control over the project, including content, members, settings, and granting ownership.
Contributors: Broad content permissions (e.g., logging runs, creating notebooks) but no access to project members/settings.
Viewers: Can only view project content (runs, data) without editing rights.
Note that only Admins and Owners can manage membership permissions (e.g., adding/removing members, granting project ownership). Service accounts have specific permissions via the Neptune API for logging and management tasks.
2. Required Information
You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes, including the company name and tax identification.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
3. Account Requirements
We have a few simple rules for User Accounts on Neptune’s Service.
You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted. We do permit machine accounts.
Free accounts are always limited to only one active project at a time.
You must be 18 years old. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
Your login may only be used by one person — i.e., a single login may not be shared by multiple people.
4. User Account Security
You are responsible for keeping your Account secure while you use our Service. You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).
You are responsible for maintaining the security of your Account and password. Neptune cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You will promptly notify Neptune if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.
5. Back-up and Data retention
We employ a robust approach to data retention and security within our SaaS environment. In the event of potential hardware or node failures within cloud data centres, we store multiple redundant copies of existing customer data. Daily backups of all customer data are executed, and these backups are retained for 7 days, providing access to the most recent 7-8 daily backups at any given point. In alignment with our privacy commitments, when customers choose to delete their accounts or proprietary data, such data is expunged immediately, in accordance with the provisions of Section K.
6. Additional Terms
In some situations, third parties’ terms may apply to your use of Neptune. For example, you may be a member of a project on Neptune with its own terms or license agreements; you may download an application that integrates with Neptune. Please be aware that while these Terms are our full agreement with you, other parties’ terms govern their relationships with you.
7. Force Majeure
In the event that Neptune is unable to perform its obligations under this agreement due to unforeseen circumstances beyond its reasonable control, such as Vis Major (both natural and human-caused events), natural disasters, fires, wars, strikes, global pandemics or governmental actions or other factors not listed but may be considered a force majeure, the affected party will be excused from such performance during the duration of the force majeure event. If Neptune shall experience the force majeure event, we shall promptly notify users of the occurrence and take all reasonable measures to mitigate the impact of the event on the services provided under this agreement.
C. Acceptable Use
Short version: Neptune hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow this Acceptable Use Policy, which includes some restrictions on content you can post, use of the service, and other limitations. In short, be excellent to each other.
1. Compliance with Laws and Regulations
Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.
The consequences for violating our Terms of Service will vary depending on the severity of the breach and the user’s history with Neptune, by way of example:
We may, in some cases, give you a warning, however, if your breach is serious or if you continue to breach terms of our service, we have the right to suspend or terminate your access to and use of our Services And, if applicable, disable your account. We may also notify law enforcement or issue legal proceedings against you when we believe that there is a genuine risk to an individual or a threat to public safety.
We exclude our liability for all action we may take in response to any of your breaches of this Policy.
2. Use of the Service
When you use the Services you warrant that you will comply with this Policy and with all applicable laws.
You also acknowledge that you may not:
Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Make any unauthorized use of the Services, including collecting user information and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretenses.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services And/or the Content contained therein.
Engage in unauthorized framing of or linking to the Services.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of our Services, including our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the Services, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Services or the networks or the Services Connected.
Attempt to impersonate another user or person or use the username of another user.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Use the Services as part of any effort to compete with us.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services, except as expressly permitted by applicable law.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Delete the copyright or other proprietary rights notice from any Content.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as”spyware” or “passive collection mechanisms” or “pcms”).
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, offline reader that accesses the Services, or using or launching any unauthorized script or other software.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use the Services in a manner inconsistent with any applicable laws or regulations.
3. Services Usage Limits
If you subscribe to our Services, you understand, acknowledge, and agree that you may not, except if expressly permitted:
Engage in any use, including modification, copying, redistribution, publication, display, performance, or retransmission, of any portions of any Services, other than as expressly permitted by this Policy, without the prior written consent of Neptune Labs Inc., which consent Neptune Labs Inc. may grant or refuse in its sole and absolute discretion.
Reconstruct or attempt to discover any source code or algorithms of the Services, or any portion thereof, by any means whatsoever.
Provide, or otherwise make available, the Services to any third party.
Intercept any data not intended for you.
Damage, reveal, or alter any user’s data, or any other hardware, software, or information relating to another person or entity.
Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler. It does not refer to the collection of information through Neptune’s API. Please see Section H for our API Terms. You may scrape the website for the following reasons:
Researchers may scrape public, non-personal information from Neptune for research purposes, only if any publications resulting from that research are open access.
Archivists may scrape Neptune for public data for archival purposes.
You may not scrape Neptune for spamming purposes, including for the purposes of selling Neptune users’ personal information, such as to recruiters, headhunters, and job boards.
Misuse of Neptune Users’ Personal Information is prohibited.
6. User Protection
You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.
D. User-Generated Content
Short version:You own the content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. You also grant us wide rights to use your feedback on Neptune’s platform to improve our product and service. We have the right to remove content or close Accounts if we need to.
Responsibility for User-Generated Content
You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.
Neptune May Remove Content
We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates Neptune’s terms, policies, governing laws or established regulations.
Ownership of Content, Right to Post, and License Grants
You retain ownership of and responsibility for Your Content. If you’re posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post. You will only submit Content that you have the right to post and you will fully comply with any third-party licenses relating to content you post.
Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Neptune Users — certain legal permissions, listed in Sections D.4 – D.8. These license grants apply to Your Content. If you upload Content that already comes with a license granting Neptune the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 – D.8. The licenses you grant to us will end when you remove Your Content from our servers.
We’re always trying to improve our product and services, and your feedback as a User or any other 3rd party will help us do that. If you choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (collectively, “Feedback”), you acknowledge and agree that Neptune will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit and/or incorporate the Feedback into our products, services, and documentation. You may give us your feedback via emails, calls, video calls, Spectrum, Discourse, Intercom, Slack or any other communication channel.
We are not liable for any statements or representations in your feedback provided by you in any area of the Services. You are solely responsible for your feedback to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your feedback.
License Grant to Us
We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.
This license does not grant Neptune the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.
License Grant to Other Users
Any User-Generated Content you post publicly, including wiki pages, runs, notebooks, comments, and contributions to other Users’ projects, may be viewed by others. By setting your projects to be viewed publicly, you agree to allow others to view your projects. If you set your pages and projects to be viewed publicly, you grant each User of Neptune a nonexclusive, worldwide license to use, display, and perform Your Content through the Neptune Service and to reproduce Your Content solely on Neptune as permitted through Neptune’s functionality. You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Neptune Users.
Contributions Under Project License
Whenever you make a contribution to a project containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede. Isn’t this just how it works already? Yep. This is widely accepted as the norm in the open-source community; it’s commonly referred to by the shorthand “inbound=outbound”. We’re just making it explicit.
You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Sections D.4 – D.5, but not otherwise.
To the extent this agreement is not enforceable by applicable law, you grant Neptune the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.
E. Private Projects
Short version: You may have access to private projects. We treat the content of private projects as confidential, and we only access it for support reasons, with your consent, or if required for security reasons.
Control of Private projects.
Accounts may have private projects, which allow the User to control access to Content.
Confidentiality of Private Projects.
Neptune considers the contents of private projects to be confidential to you. Neptune will protect the contents of private projects from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.
Neptune employees may only access the content of your private projects in the following situations:
With your consent and knowledge, for support reasons. If Neptune accesses a private project for support reasons, we will only do so with the owner’s consent and knowledge.
When access is required for security reasons, including when access is required to maintain ongoing confidentiality, integrity, availability and resilience of Neptune’s systems and Services.
You may choose to enable additional access to your private projects. For example:
You may enable various Neptune services or features that require additional rights to Your Content in private projects. These rights may vary depending on the service or feature, but Neptune will continue to treat your private project Content as confidential. If those services or features require rights in addition to those we need to provide the Neptune Service, we will provide an explanation of those rights.
If we have reason to believe the contents of a private project are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private projects.
F. Copyright Infringement and DMCA Policy
If you believe that content on our website violates your copyright, please contact us firstname.lastname@example.org There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
We will terminate the Accounts of repeat infringers of this policy.
G. Intellectual Property Notice
Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.
Users agree that their logos or full names (or the name/brand name of the legal entity) can be used in a case study or testimonial, as well as in the client list on Neptune’s website. Neptune is granted consent to publish the case study or testimonial and use the logo, but only in reference to the Neptune service. These references will be limited to the user’s name, logo, case study, testimonials, industry, and any other information that may be publicly available. Users have the right to decline such publication, and if they choose to do so, Neptune undertakes to remove them within 72 hours. Such notices must be provided in writing, possibly through a contact email address. The plans that offer the option to opt out of the Marketing consent can be located on the Neptune Pricing page.
H. API Terms
Short version: You agree to these Terms of Service, plus this Section H, when using any of Neptune’s APIs (Application Provider Interface), including the use of the API through a third-party product that accesses Neptune.
No Abuse or Overuse of the API
Abuse or excessively frequent requests to Neptune via the API may result in the temporary or permanent suspension of your Account’s access to the API. Neptune, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.
You may not share API tokens to exceed Neptune’s rate limitations.
You may not use the API to download data or Content from Neptune for spamming purposes, including for the purposes of selling Neptune users’ personal information, such as to recruiters, headhunters, and job boards.
I. Third Party Applications
Short version: You need to follow certain rules if you create an application for other Users,
If you create a third-party application or other developer product that collects User Personal Information or User-Generated Content and integrates with the Service through Neptune’s API or otherwise (“Developer Product”), and make it available for other Users, then you must comply with the following requirements:
Except as otherwise permitted, such as by law or by a license, you must limit your usage of the User Personal Information or User-Generated Content you collect to that purpose for which the User has authorized its collection.
You must take all reasonable security measures appropriate to the risks, such as against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access, presented by processing the User Personal Information or User-Generated Content.
You must provide Users with a method of deleting any User Personal Information or User-Generated Content you have collected through Neptune after it is no longer needed for the limited and specified purposes for which the User authorized its collection, except where retention is required by law or otherwise permitted, such as through a license.
Using Third-Party Applications
You may grant a Developer Product authorization to use, access, and disclose the contents of your projects, including your private projects. Some Developer Products can be used for performing automated tasks, and oftentimes multiple Users may direct the actions of a Developer Product. However, if you purchase and/or set up a Developer Product on your Account, or you are an owner of an Account with an integrated Developer Product, then you will be responsible for the Developer Product’s actions that are performed on or through your Account. Neptune makes no warranties of any kind in relation to Developer Products and is not liable for disclosures to third parties that you authorize to access Your Content. Your use of any third-party applications is at your sole risk.
Short version: You are responsible for any fees associated with your use of Neptune. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.
Our pricing and payment terms are available at Neptune Pricing. If you agree to a Plan price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.
Changes of a Workspace Pricing Plan
● We will immediately charge you when you change your Plan from the Free Plan to any non-free one.
● Your Plan is charged based on the plan of your choice. At any point, you can change your Plan. Plans are billed monthly, at the beginning of their payment cycle. The payment cycle begins when you first upgrade the Plan to a non-free plan.
Billing Schedule; No Refunds
Monthly fees for the Service are billed in advance on a monthly basis and are non-refundable. In order to treat everyone equally, no exceptions will be made.
By agreeing to these Terms, you are giving us permission to charge you by approved methods of payment for fees that you authorize for Neptune. Please note that for payment processing, we engage the services of a trusted third-party payment processor. We do not store your payment information ourselves, but it will be securely handled and stored by the payment processor in accordance with their own terms and privacy policies.
Responsibility for Payment
You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Neptune any charges incurred in connection with your use of the Service. If you dispute the matter, contact email@example.com. You are
responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.
If your selected payment method is a wire transfer, you are responsible for covering all associated transaction fees, including intermediary bank fees (OUR payment option). If you fail to cover intermediary bank charges and we receive a payment that does not correspond to your invoice, we reserve the right to add the uncovered fees to your next invoice and all following invoices, to account for these fees. You should be notified in advance should we receive an incorrect payment.
Service Level Agreement (SLA)
The plans that offer the SLA can be located on the Neptune Pricing page, the Service Level Agreement (SLA) provisions are part of the service. By selecting a plan which has a dedicated SLA, you agree to the terms outlined in the SLA. You can access the SLA separately by visiting SLA Page.
K. Cancellation and Termination
Short version: You may close your Account at any time. If you do, we’ll treat your information responsibly.
It is your responsibility to properly cancel your Account with Neptune. You can cancel your Account at any time via Neptune’s web UI or by contacting us via email firstname.lastname@example.org.
We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your projects within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.
We will not delete Content that you have contributed to other Users’ projects.
Neptune May Terminate
Neptune has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Neptune reserves the right to refuse service to anyone for any reason at any time.
All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, feedback rights D.4 and limitations of liability.
5. Termination for Convenience
In addition to Neptune’s right to terminate your access, we also acknowledge your right to close your Account at any time. However, we may occasionally update our terms and conditions, and in such cases, if you choose to terminate your Account due to these changes, you must do so within 30 calendar days of the modification of the contract terms. This ensures that you have the opportunity to evaluate and respond to any alterations in our policies.
L. Communications with Neptune
Short version: We use email and other electronic means to stay in touch with our users.
Electronic Communication Required
For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.
Legal Notice to Neptune Must Be in Writing
Communications made through email will not constitute legal notice to Neptune or any of its officers, employees, agents or representatives in any situation where notice to Neptune is required by contract or any law or regulation. Legal notice to Neptune must be in writing at the Neptune address: 2100 Geng Road, Suite 210, Palo Alto, CA 94303
No Phone Support
Neptune only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.
M. Disclaimer of Warranties
Neptune provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
Neptune does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.
N. Limitation of Liability
Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.
You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
the use, disclosure, or display of your User-Generated Content;
your use or inability to use the Service;
any modification, price change, suspension or discontinuance of the Service; the Service generally or the software or systems that make the Service available;
unauthorized access to or alterations of your transmissions or data;
statements or conduct of any third party on the Service;
any other user interactions that you input or receive through your use of the Service; or
any other matter relating to the Service.
Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.
O. Dispute Resolutions
All disputes, claims, or controversies arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration or mediation. The arbitration shall be conducted in accordance with the prevailing rules of the designated arbitration organization (e.g., the American Arbitration Association) and the applicable laws governing this agreement. By agreeing to this arbitration provision, you understand and acknowledge that you are waiving your right to bring a lawsuit in court and have a jury trial.
Restriction on Class Actions and Representative Proceedings:
Notwithstanding any other provision in this Agreement, you agree that any arbitration conducted pursuant to this Agreement shall not include or permit any form of class, collective, coordinated, consolidated, mass and/or representative action against Neptune Labs Inc.. The Arbitrator is specifically prohibited from conducting any class, collective, coordinated, consolidated, mass and/or representative arbitration or combining the claims of multiple individuals against Neptune.
Cooperation in Litigation: You agree to cooperate with Neptune’s reasonable requests for assistance in the event of litigation or dispute resolution arising directly or indirectly from this Agreement.
Exceptions to Arbitration:
Individual Claims: Notwithstanding anything to the contrary in this Agreement, either party may bring an individual claim in small claims court or pursue injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.
Notwithstanding anything else in this agreement, Section O-2 Restriction on Class Actions and Representative Proceedings does not prevent you or Neptune from participating in a classwide, collective, and/or representative settlement of claims.
If any provision of this Dispute Resolution section is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified or interpreted to the extent necessary to make it valid, legal, and enforceable.
P. Release and Indemnification
Short version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.
If you have a dispute with one or more Users, you agree to release Neptune from any and 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.
You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Neptune (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Neptune of all liability); and (3) provides to you all reasonable assistance, at your expense.
Q. Changes to These Terms
Short version: We want our users to be informed of important changes to our terms, but some changes aren’t that important — we don’t want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.
We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice in the Neptune application or by email. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.
Except to the extent applicable law provides otherwise, this Agreement between you and Neptune and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of New York, without regard to conflict of law provisions. You and Neptune agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of New York, NY.
Section Headings and Summaries
Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
Severability, No Waiver, and Survival
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Neptune to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
Amendments; Complete Agreement
The technical storage or access is strictly necessary for the legitimate purpose of enabling the use of a specific service explicitly requested by the subscriber or user, or for the sole purpose of carrying out the transmission of a communication over an electronic communications network.
The technical storage or access is necessary for the legitimate purpose of storing preferences that are not requested by the subscriber or user.
The technical storage or access that is used exclusively for statistical purposes.The technical storage or access that is used exclusively for anonymous statistical purposes. Without a subpoena, voluntary compliance on the part of your Internet Service Provider, or additional records from a third party, information stored or retrieved for this purpose alone cannot usually be used to identify you.
The technical storage or access is required to create user profiles to send advertising, or to track the user on a website or across several websites for similar marketing purposes.