NAI API Agreement

Last updated 22.July.2023

1. Acceptance

The Neuronic AI API (as described below) is provided by Neuronic AI Inc. (“Neuronic AI”, “Company”, “we”, “us” or “our”). By using our Neuronic AI API, you must fully accept all the terms and conditions within this Neuronic AI API User Agreement (“API Agreement”). By subscribing to any of our API services, you accept the terms of, and agree to be fully bound by, this API Agreement. In addition, by subscribing to, accessing, or otherwise using our Neuronic AI API, you agree to be legally bound by all provisions of our Privacy Policy and User Agreement.

If you are using our Neuronic AI API or entering into this API Agreement on behalf of a corporation, partnership, or other legal entity, or on behalf of any other third party, you represent and warrant that you are duly authorized to represent and bind such entity or third party to this API Agreement. In this context, all references to “you” or “your” shall also refer to such entity or other third party. Should you lack the aforementioned authority or if you (or the entity that you represent) do not agree with the terms within this API Agreement, our Privacy Policy and/or User Agreement, you are not permitted to use the Neuronic AI API.

As a user of the Neuronic AI API, you acknowledge and accept that this API Agreement, our Privacy Policy, and User Agreement constitutes a legally binding contract between you and Neuronic AI. In the event of any conflict between this API Agreement and our Privacy Policy or User Agreement, if any, and as amended from time to time, the terms of this API Agreement shall control.

2. Definitions

2.1 “Application” or “App” means any software or mobile application, website, product, or service developed, created, or offered using our Neuronic AI API.

2.2 “API Documentation” means the documentation, data, and information that Neuronic AI provides regarding the use of our Neuronic AI API through our API Site.

2.3 “API Site” means our API development site found at https://api.vantagecrypto.com and subscription services at https://coinmarketflow.com/subscriptions

2.4 “Neuronic AI API” means the Application Programming Interface (“API”) made available to the public by our Company, as well as the related API Documentation.

2.5 “Neuronic AI Brand” refers to the “Neuronic AI” brand name and other brandings, names, logos, slogans, services marks, trademarks, and trade names belonging to Neuronic AI, whether or not registered, and existing anywhere worldwide.

2.6 “Data” means any data and content uploaded, posted, transmitted, or otherwise made available by Neuronic AI on any of its websites or other associated sites/platforms/channels.

2.7 “Service(s)” refers to Neuronic AI’s products and services, including but not limited to the Neuronic AI API, all of its websites (the “Site”), and all software, applications, mobile applications, text, images, messaging channels, message services, updates, data, reports, content, newsletters, price alerts, merchandise, databases, forums, articles, guides, reports, and other information made available by or on behalf of Neuronic AI through any of the foregoing. The “Service” does not include information, software application, mobile application, platform, website, or service provided by you or a third party (including Applications), whether or not Neuronic AI designates them as “official integrations”.

2.8 “Users” refers to any and all users of our Neuronic AI API, which includes you.

3. Grant of License

Pursuant to the provisions of this API Agreement, Neuronic AI hereby grants you a limited, non-exclusive, non-assignable, non-transferable license to use the Neuronic AI API to develop, test, and support any software application, mobile application, website, platform, service, or product, as well as to integrate or incorporate the Neuronic AI API with your Application. This license granted to you is subject to the limitations set forth herein. You specifically agree that violation of Section 4 below will result in the automatic termination of the license granted to you herein.

4. Scope of Use

4.1 Your use of Neuronic AI’s API is limited to the following:

4.1.1 As part of our commitment to continual development and improvement, changes may be made to the Neuronic AI API or this API User Agreement at any time and without prior notice. You agree that it's your responsibility to regularly check our website for updates.

Keep in mind that some parts of our API may not be fully documented. Any reliance on a specific function, behavior, or aspect of our API should not be done without considering the potential for change. Neuronic AI shall not be held liable for any negative outcomes arising from such reliance, as detailed in Section 11 below.

4.1.2 Our property (including but not limited to our Neuronic AI API) should not be used in breach of any laws or regulations, or to infringe on the rights of any person or entity. This includes usage that infringes on a third party's intellectual property rights, privacy rights, or that is inconsistent with this API Agreement, our Privacy Policy, User Agreement, or any other agreements with Neuronic AI.

4.1.3 The Neuronic AI API should not be used to access or use any information beyond what is permitted under this API Agreement, or in a manner that disrupts, interferes with, or degrades the performance of our services, circumvents our security measures, or tests the vulnerability of our systems and networks.

4.1.4 You agree not to introduce any damaging or intrusive computer programs, including but not limited to worms, trojans, viruses, hacks, or other programs that may damage, interfere with, or expropriate any system or data.

4.1.5 You agree not to reverse engineer or derive source codes, trade secrets, or know-how from any of our property or to attempt any of the foregoing.

4.1.6 Neuronic AI may offer products or services that are similar to your offerings in the future, and you agree that we are fully entitled to do so without any restrictions or notice.

4.1.7 You are allowed to charge for your services and products that incorporate our API. However, you are not permitted to sell, rent, lease, sublicense, redistribute, or syndicate access to the Neuronic AI API or any part thereof.

4.1.8 You may place advertisements on and around your products, services, website, platforms, mobile applications, and software applications ("your Products") that incorporate or integrate our API. However, you are not permitted to:

Place any advertisements on any of our Property Make any public statements or representations in any mode, media, or channel regarding Neuronic AI or any of our Products (including the Neuronic AI API) without our prior written consent. 4.2 The rate limit for the Neuronic AI API is based on user subscriptions and restricted by API keys. You agree not to exceed or circumvent these limitations or use the API in a way that constitutes excessive or abusive usage.

4.3 In using the Neuronic AI API, you agree to prominently display the message "Powered by Neuronic AI" in a legible font no smaller than size 10.

4.4 Except as permitted within this API Agreement, you will not use the Neuronic AI brand in a way that may suggest that your Products are endorsed or sponsored by Neuronic AI without an additional agreement.

5. Data Caching and Storage

5.1 If you must cache or store data:

• Refresh the cache at least every 24 hours
• Apply strong encryption and other security measures to stored data
• Promptly delete all user data collected via the Neuronic AI API at a user's request, unless required for legitimate legal or business purposes
• Promptly and permanently delete all data and other information stored via your use of the Neuronic AI API upon termination of your access to the API.

5.2 You are not allowed to duplicate, reproduce, copy, store, derive from, or translate any data, API documentation, or any information expressed by the data, except as expressly permitted under this API Agreement.

6. User Agreement for Your Products

6.1 If your products are offered for use to others outside of your entity, you must have a binding user agreement and privacy policy in place that:

• Identifies the Neuronic AI API as being the property of Neuronic AI
• Ensures that your users abide by this API Agreement when using the Neuronic AI API
• Excludes and disclaims all liability of Neuronic AI for all usage of the API
• Assumes full responsibility and liability for offering the Neuronic AI API as part of your products
• Clearly outlines your purpose and methods for the collection, storage, use, disclosure, and transfer of personal data in accordance with relevant privacy and data protection laws.
• Remember, your commitment to privacy should be no less stringent than the requirements set out in our Privacy Policy.

7. Security Measures

7.1 You commit to implementing rigorous and robust security systems to protect your network, operating system, servers, databases, computers, user information, personal data, and other components constituting or supporting your Products integrating or using the Neuronic AI API ("your Systems"). If any of your Systems get compromised (e.g., through hacking, unauthorized use, or other security breaches), you should inform us immediately via email at support@neuronicai.com. Upon notice, Neuronic AI may decide at its sole discretion whether to terminate your access to the Neuronic AI API. You acknowledge that such a security breach may negatively affect our reputation and the security of our other clients. Thus, you agree that termination due to a breach of your System is reasonable and necessary. Neuronic AI will not be held liable for any loss or damage related to such termination.

8. Ownership

8.1 All assets, rights, title, and interest in the Neuronic AI Brand, our API Documentation, Neuronic AI API, and our other Property, including but not limited to intellectual property rights, belong fully to Neuronic AI. We provide you with a limited license to use the API as set out in this API Agreement, and no other rights, title, interest, ownership, or property of any kind is transferred to you. Any inventions that you create incorporating our Neuronic AI API does not transfer any right of ownership or interest in our Neuronic AI API to you. You also agree to perform acts and execute documents (without compensation) as Neuronic AI may request from time to time to secure Neuronic AI's rights to our Property.

9. Termination

9.1 This API Agreement takes effect on the date that you agree to them or access or use the Neuronic AI API, whichever comes first, and will continue until terminated by Neuronic AI or you under the provisions of this API Agreement.

9.2 You may terminate this API Agreement by discontinuing your access to and/or use of our Neuronic AI API, and emailing us at support@neuronicai.com of your intention to terminate the license granted hereunder and your use and access to the Neuronic AI API.

9.3 We may at any time vary, amend, change, suspend or discontinue provision of any of our Property, including the Neuronic AI API, suspend or terminate your use of the Neuronic AI API and/or the Neuronic AI Brand without notice or reasons to you. We may also restrict your access to or use of our Neuronic AI API if we determine that your access to or use of our Neuronic AI API may negatively impact our Products or Services.

9.4 Upon termination of this API Agreement:

• 9.4.1 All rights and licenses granted to you hereunder will cease and terminate immediately;
• 9.4.2 You should promptly destroy the API Documentation, Data and any other information procured from Neuronic AI or any of our Property that may be in your possession or control, and in any case within three (3) days of such termination;
• 9.4.3 Unless we specifically grant our prior consent in writing, or unless otherwise stated in this API Agreement, you commit to promptly and permanently delete all Data and other information procured from or relating to Neuronic AI and any of our Property that you have stored in relation to your access to or use of the Neuronic AI API. You agree to certify in writing the aforementioned destruction of stored Data and information should Neuronic AI request such certification from you.

9.5 All provisions under this API Agreement that must by their nature survive the termination of this API Agreement to fulfill their intention shall survive the termination of this API Agreement.

10. Your Warranties

10.1 You hereby represent and warrant to Neuronic AI that you (including any entity or other third party that you represent) have the ability to enter into and fully abide by this API Agreement and to use the Neuronic AI API in accordance with this API Agreement without violating any applicable laws or regulations, infringing any third party’s rights (including but not limited to intellectual property rights), and/or violating any other contracts you are bound by.

10.2 Without limiting the scope of the clauses under Section 11, you hereby warrant and undertake (and shall procure the same undertaking from any entity that you represent) not to initiate any legal actions or make any claims of any kind against Neuronic AI for any damages, expenses, or losses that you may suffer as a result of your use of (or inability to use) any of our Property (including but not limited to the Neuronic AI API). You acknowledge that we may, at any time and without notice or reference to you, amend this API Agreement or modify any aspect or function of the Neuronic AI API, which may adversely affect your usage of the Neuronic AI API and your associated business. In the event of any such adverse effects on your usage, you acknowledge and agree that your only recourse will be to terminate your use of the Neuronic AI API and this Agreement. You agree not to make any claims of any kind against Neuronic AI. For the avoidance of doubt, your continued access or use of the Neuronic AI API or any of our Property constitutes your acceptance of and agreement to all our aforesaid amendments and modifications. In the event of any dispute or adverse effect, you are encouraged to email us at support@neuronicai.com.

10.3 Your use of and/or access to our Property (including the Neuronic AI API) is also subject to our Privacy Policy, User Agreement, and/or any other terms and conditions that we may implement from time to time in our discretion. In the event of any conflict between the various applicable agreements/terms and conditions, the terms of this API Agreement (based on its latest version) will take precedence in relation to your use of our Neuronic AI API.

11. Exclusions, Disclaimers and Limitation of Liability

11.1 Our Property, including but not limited to the Neuronic AI API, and all related components, data, documentation, and information are provided on an “AS IS” and “AS AVAILABLE” basis without any warranties of any kind, and Neuronic AI hereby expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, continued accessibility, functionality, security, and non-infringement. You acknowledge that Neuronic AI does not warrant that our Property (including but not limited to the Neuronic AI API, data, and API documentation) will be uninterrupted, timely, updated, accurate, secure, error-free, omission-free, or virus-free, nor does it make any warranty as to the functions that may be performed or results that may be obtained from use of our Property (including but not limited to the Neuronic AI API).

11.2 You (and any entity or other third party that you may represent) hereby agree that under no circumstances and under no legal theory (whether in contract, tort, equity, at law or otherwise) will Neuronic AI be liable to you or any third party for:

• (I) any indirect, incidental, special, exemplary, consequential or punitive damages, including loss of profits, loss of sales, loss of opportunities, loss of business, loss of data, loss of reputation; or
• (II) any amount for all claims cumulatively in excess of the fees actually paid by you to Neuronic AI in the six (6) months immediately preceding the earliest event giving rise to your claim or, if no fees have been paid by you to Neuronic AI, (the equivalent of) $100 USD; or
• (III) any matter beyond our reasonable or foreseeable control.

11.3 You (and any entity or individual third party that you represent) agree to defend, hold harmless and indemnify Neuronic AI, its related companies, subsidiaries, affiliates, their respective officers, agents, employees, and suppliers, from and against any third-party claim arising from or in any way related to your or your users’/customers’ use of any of your Products, any of our Property (including but not limited to Neuronic AI API or Data), use of Neuronic AI Brand, or breach of any provision of this API Agreement, our Privacy Policy and/or User Agreement, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, settlement fees, and legal fees.

12. Governing Law and Jurisdiction

This API Agreement and any claim, cause of action or dispute arising out of or related to this API Agreement shall be governed by the laws of Naples Florida, United States - regardless of any conflict of laws theory. Accordingly, you agree to submit to the exclusive jurisdiction of the Courts of Naples Florida. Notwithstanding the aforegoing, you agree that Neuronic AI shall be fully entitled to apply for equitable relief or injunctive remedies against you in any jurisdiction.

13. General

13.1 If any provision of this API Agreement is found to be illegal, void, or unenforceable, the said provision shall be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if such provision cannot be so modified, it shall be deleted and the remaining provisions of this API Agreement will continue in full force and effect.

13.2 The governing language of this API Agreement, API Documentation, the Site, all content, information and documents howsoever made available by Neuronic AI is English. In the event that Neuronic AI provides you with a translation of the English language version of this API Agreement, API Documentation, the Site or any other document, you understand that such translation is provided purely for your convenience and is not binding.

13.3 For any notices or service of legal documents, you agree that we may notify you via postings on the Site or via the email address that you may have provided to us. Neuronic AI accepts service of process by mail or courier at the email and address as stipulated in clause 13.9 below. Any notices that you provide without compliance with this clause 13.3 and clause 13.9 below will have no legal effect.

13.4 This API Agreement, our Privacy Policy, User Agreement and/or any documents incorporated into this API Agreement by reference, shall constitute the entire agreement between Neuronic AI and you regarding our Property and supersedes all prior agreements and understandings (whether via email correspondence or otherwise), whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API Agreement.

13.5 Any delays in or failure to act in relation to a breach of any provision of this API Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches.

13.6 Under no circumstances shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site, any of our Services or our Property (including but not limited to the Neuronic AI API).

13.7 You are not permitted to assign, transfer, delegate or subcontract any rights or obligations hereunder this API Agreement without the prior written consent of Neuronic AI. However, you agree that Neuronic AI shall be entitled at any time to howsoever assign, transfer, delegate or subcontract any of its rights and/or obligations hereunder this API Agreement without any reference or notice to you.

13.8 No person or entity who is not a party to this API Agreement shall be entitled to rely on or enforce any provision herein this API Agreement; provided, however, that any affiliates of Neuronic AI (including but not limited to its licensor, if any) may rely on and enforce this Agreement.

13.9 You can contact us with your queries, comments and feedback by email to support@NeuronicAI.com, however, for official notices and/or service of legal documents, your email must be followed by registered post or courier of such notices/legal documents to:-

Neuronic AI - 1910 Pacific Ave Suite 2000 #1731, Dallas, Texas, 75201