Terms of Service
These terms of service (these “Terms”) apply to the use of Numenta’s websites, www.numenta.com and www.numenta.org (collectively, “the “Sites”) which are owned and operated by Numenta, Inc. (“Numenta,” “we,” or “us”).
Please read these Terms carefully before accessing or using the Numenta Websites. By accessing or using any part of the Numenta Websites, you agree to become bound by these Terms.
1. MODIFICATION OF TERMS
We reserve the right to change, modify, add or remove portions of these Terms at any time without prior notice. Such modifications shall be effective immediately upon posting of the modified Terms to the Numenta Websites. Your continued use of the Numenta Websites will mean that you accept these Terms.
2. NO UNLAWFUL OR PROHIBITED USE
You warrant to Numenta that you will not use the Numenta Websites, or any of the content therein, for any purpose that is unlawful or that is prohibited by these Terms.
4. ADDITIONAL TERMS
Some areas of the Numenta Websites may have additional terms and conditions governing the use of certain features on the Numenta Websites such as the HTM Studio application and the NuPIC open source code (“Additional Terms”). Where Additional Terms apply, we will make them available for you to read through prior to your use of that area of the Numenta Websites. By using those areas of the Numenta Websites, you agree to the Additional Terms.
5. USER REGISTRATION
Certain features of the Numenta Websites, such as posting to community pages on the Numenta Websites, requires you to register for an account through third-party services such as Disqus, Facebook or Twitter (“Account”). We advise you to review the legal, privacy and security information for each such site through which you register for an Account, as the terms and conditions of use and the policies relating to the personal information you provide may vary from site to site. You may never use another person’s user Account or registration information to access or use the Numenta Websites without permission. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure.
6. COPYRIGHT, TRADEMARK, AND OTHER INTELLECTUAL PROPERTY RIGHTS
All of the content featured or displayed on the Numenta Websites, including without limitation, text, graphics, photographs, images, audio clips, video clips and other materials, as well as the selection, arrangement and organization of the foregoing and the Numenta Websites as a whole (collectively, “Content”) is owned by Numenta, its licensors, vendors, agents and/or its Content providers. The Content is subject to copyrights, trademarks, service marks, patents, and/or other intellectual property rights or licenses and may only be used for the intended purpose for which such Content is being made available. Except as may be otherwise indicated in specific documents within the Numenta Websites, you are authorized to view, print, download and use documents and other content found on the Numenta Websites for personal, informational and noncommercial purposes only. All software used on or downloaded from the Numenta Websites are the property of Numenta and Numenta’s licensors and is protected by U.S. and international copyright and other intellectual property laws. No right, title or interest in any downloaded or copied materials are transferred to you as a result of any such downloading or copying. All other trademarks, service marks, graphics and logos used in connection with the Numenta Websites, including, without limitation, Numenta and NuPIC, are trademarks or registered trademarks of Numenta or Numenta’s licensors, and may not be used without our express permission. Your use of the Numenta Websites grants you no right or license to reproduce or otherwise use any Numenta or third-party trademarks. The Numenta Websites, Content, and all related rights shall remain the exclusive property of Numenta or its licensors unless otherwise expressly agreed.
7. USER-GENERATED CONTENT
You are solely responsible for all material (including, but without limitation, information, data, text, photographs, videos, audio clips, written posts, articles, comments, feedback, software, scripts, and graphics) added, created, uploaded, submitted, distributed or posted or otherwise made publicly available on the Numenta Websites or privately transmitted to us (“User Content”) by you and any harm resulting therefrom. You agree that no User Content submitted by you to the Website will violate any right of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right(s). You also agree that no User Content submitted by you to the Numenta Websites will be or contain libelous or otherwise unlawful, abusive, immoral or obscene material or that will constitute or encourage conduct that would be considered criminal or encourage conduct that is criminal. You are and shall remain solely responsible for the content of any User Content you submit. Numenta reserves the right to take any action it reasonably deems necessary to cure or prevent a violation of these Terms, including without limitation, removal from the Numenta Websites of any User Content.
You acknowledge that all Content, including User Content, accessed by you using the Numenta Websites is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Numenta Websites is or will continue to be accurate or complete.
8. ACCEPTABLE USE
By using the Numenta Websites, you represent and warrant that you will not:
violate any law or regulation;
violate or infringe Numenta’s or other people’s intellectual, property, privacy, publicity or other legal rights;
use the Numenta Websites to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs or personal contact information of other without their permission;
transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist or otherwise objectionable;
send unsolicited or unauthorized advertising or commercial communications, such as spam;
transmit any malicious or unsolicited software;
stalk, harass or harm another individual;
use any means to “scrape,” crawl” or “spider” any Webpages contained in the Numenta Websites or use automated methods to use the Numenta Websites in a manner that sends more requests to the Numenta Websites’ services in a given period of time than a human can reasonably produce in the same period by using a conventional Web browser;
interfere with or damage the Numenta Websites, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods of technology;
register for more than one account on a Numenta Website or register for an account on behalf of an individual other than yourself;
use, display, mirror or frame the Numenta Websites or any individual element within the Numenta Websites, the Numenta names, any trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without Numenta’s express written consent;
access, tamper with, or use non-public areas of the Numenta Websites, Numenta’s computer systems, or the technical delivery systems of Numenta providers;
attempt to probe, scan, or test the vulnerability of any Numenta system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measures implemented by Numenta or any of Numenta’s providers or any other third party (including another user) to protect the Numenta Websites;
attempt to decipher, decompile, disassemble or reverse engineer any of the software provided on or used to provide the Numenta Websites; or
advocate, encourage or assist and third party in doing any of the foregoing.
9. LICENSE GRANT
By posting or submitting User Content (excepting any information you provide to us as part of the recruitment, license and/or scholarship application) on the Website or to us, you automatically and irrevocably: (a) grant to us a worldwide, non-exclusive, perpetual, royalty-free, fully-paid, sublicensable and transferable right to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform and otherwise fully exploit the User Content in connection with the Numenta Websites and our (and our successors’ and assigns’) businesses, by any means and in all media now known or hereafter devised; (b) waive all “moral” rights in the User Content which may be available to you in any part of the world and confirm that no such rights have been asserted; © represent and warrant that you own all rights to grant such license without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights or any other intellectual property or proprietary rights; and (d) confirm that no such User Content will be subject to any obligation, of confidence or otherwise, to you or any other person and that Numenta shall not be liable for any use or disclosure of such User Content. For the sake of clarity, the foregoing license granted to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing.
10. AVAILABILITY OF CONTENT
You acknowledge that Numenta has no obligation to monitor your access to or use of the Numenta Websites or to review or edit any User Content or other posted content, but has the right to do so for the purposes of operating the Numenta Websites, to ensure your compliance with these Terms, and/or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to any User Content or content that we, at our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Numenta Websites.
11. COPYRIGHT INFRINGEMENT POLICY AND PROCEDURE
We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act (“DMCA”).
NOTICE OF COPYRIGHT INFRINGEMENT:
If you believe that your work has been copied in a way that constitutes copyright infringement, please send the following information to our designated copyright agent named below (“Designated Agent”) either by mail or e-mail:
Your name, physical address, telephone number and e-mail address;
identification of the copyrighted work that you claim has been infringed;
A description of the material that is claimed to be infringing reasonably sufficient enough to permit us to locate the claimed infringing material;
A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or have been authorized to act on behalf of the copyright owner; and
A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest.
You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove the identified materials from the Numenta Websites without liability, and the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
COUNTER-NOTICE BY ACCUSED USER:
If we have taken down your materials due to suspicion of copyright infringement, you may dispute the alleged infringement by sending the following information to our Designated Agent either by mail or e-mail (“Counter Notice”):
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement by you that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content; and
Your name, physical address, telephone number and e-mail address and a statement that (a) you consent to the jurisdiction of the Federal Court for the judicial district in which your address is located, or if your address is outside of the United States, to the United States District Court for the Northern District of California and (b) you will accept service of process from the person who provided notification of the alleged infringement.
If a Counter Notice is received by the Designated Agent, we may forward a copy of the Counter Notice to the original complaining party. The claimant must then notify us within ten (10) days that (s)he has filed an action seeking a court order against you to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will not be able to restore your material. If we do not receive such notification, we may, at our sole discretion, reinstate the material.
Please note that when we forward the Counter Notice, it includes your personal notification. By submitting a Counter Notice, you consent to having your information revealed in this way. We will not forward the Counter Notice to any party other than the original claimant.
DESIGNATED COPYRIGHT AGENT:
Please send all notices under the above copyright infringement policies to our Designated Agent at firstname.lastname@example.org or at:
Attn: Teri Fry
791 Middlefield Rd.
Redwood City, CA 94063
Please do not send notices or inquiries about anything other than alleged copyright infringement to our Designated Agent.
Your Account will be terminated if, in our discretion, you are determined to be a repeat infringer. Repeat infringers are users who have been the subject of more than one valid takedown request that has not been successfully rebutted.
We may terminate your access to all or any part of the Numenta Websites at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you violate any terms of these Terms, including the Additional Terms, your permission to use the Numenta Websites automatically terminates. All provisions of these Terms, which by their nature should survive termination, shall survive termination, including without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
These Terms are personal to you, and are not assignable, transferable or sublicensable by you without our prior written consent. We may assign, transfer or delegate any of our rights and obligations under these Terms, including, without limitation, in connection with a merger, acquisition, a sale of assets or by operation of law, without your consent. Any attempted transfer or assignment in violation hereof shall be null and void.
14. FORCE MAJEURE
Under no circumstances will Numenta be liable for any failure to perform our obligations hereunder, in whole or in part, where such failure results from any cause beyond our reasonable control, including without limitation, mechanical, electronic or communications failure or degradation.
15. NO WAIVER
Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
16. DISCLAIMER AND LIMITATION OF LIABILITY
THE NUMENTA WEBSITES AND ALL CONTENT AVAILABLE ON THE NUMENTA WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING OUT OF A COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE, BY YOUR USE OF THE NUMENTA WEBSITES, THAT YOUR USE IS AT YOUR SOLE RISK AND THAT NUMENTA AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS AND LICENSORS (COLLECTIVELY, “AFFILIATES”) SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THE NUMENTA WEBSITES.
IN PARTICULAR, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NUMENTA AND ITS AFFILIATES MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE NUMENTA WEBSITES OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE NUMENTA WEBSITES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NUMENTA AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE NUMENTA WEBSITES; © ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE NUMENTA WEBSITES; (E) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE NUMENTA WEBSITES BY ANY THIRD PARTY; OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE NUMENTA WEBSITES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NUMENTA OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE OR DATA) ARISING OUT OF OR RELATING TO THE NUMENTA WEBSITES, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless Numenta and its Affiliates from all liabilities, claim and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Numenta Websites, Content or otherwise from your User Content, violation of these Terms, or infringement by you or any third party using your Account or identity on the Numenta Websites, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
18. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. Without waiving the foregoing arbitration provision, you agree that any dispute arising from or relating to the subject matter of these Terms or your use of the Numenta Websites shall be governed by the exclusive jurisdiction and venue of the state and federal courts of San Francisco County, California, except where the jurisdiction and venue are mandated by applicable law. We retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction arising out of or in connection with or in relation to these Terms and your use of the Numenta Websites.
19. ENTIRE AGREEMENT AND SEVERABILITY
These Terms are the entire agreement between you and Numenta with respect to the Numenta Websites, including use of the Numenta Websites, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Numenta with respect to the Numenta Websites. If any provisions of these Terms found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Effective Date of Agreement: 08/24/2018
VIOLATIONS OF TERMS
Please report any violations of these Terms to email@example.com.