Terms & Conditions

Last updated: 20th Dec 2020

The Owner

The Owner of the website neurafy.com is Neurafy, S.L. ("Neurafy"), at Avd Cerdanyola 92-94 office 22, Sant Cugat del Valles, Barcelona, Spain. Email: info@neurafy.com.

Following terms and conditions govern the provision of web services for neurafy provided to their customers (the "Customer"), who hired these services through the web site, neurafy, via URL http://www.neurafy.com (respectively referred to as the "Service", the "Site" and the "General Terms and Conditions") along with the terms of service agreed to during the process, the contract between Neurafy and the Client (the “Contract”).

A SERVICE FOR COMPANIES

The service is designed and intended only for clients with business or professional needs. In particular, the Client declares that that the Service does not engage, represent and warrant a consumer (i.e. a person acting as a field outside his business or profession) in any case. As a professional, Neurafy and the Customer agree to exclude the obligations under Articles 27 and 28 of Law 34/2002 of the Information Society and Electronic Commerce to provide certain information relating to pre-and post-contract Service.

SERVICE

Definition and scope of service

The Service consists of the use of management tools available through the Internet at http://www.neurafy.com and provides Customer the right to use and maintain computer applications chosen during the procurement process (the "Application"). The Service does not include the following features (I) resolution of incidents related to the Client's computer equipment (hardware and software) of any nature, including preventing the Internet connection; (Ii) consulting services for the Application; or (iii) service data protection and recovery due to disasters which happen due to customized developments carried out to meet specific customer needs.

Technical Terms of Service utilisation and territorial scope

Application access through the Site for the Service shall be provided at the place designated by the customer. For the procurement and operation of the Service to be accurate the Customer must at least have broadband and a computer or tablet with any of these browsers:

Web Browser: Google Chrome 24 or higher, Safari 7 or higher.

Modifications.

Neurafy may change the characteristics of the Service and the Application in order to adapt them to technical developments or legislative changes, to add new functionality, fix bugs or improve performance or safety of its services, even where this would involve a change in the experience of user.

Authorized Users

The person accepting these Terms on behalf of the Customer represents and warrants that it has sufficient capacity to adequately represent the Customer in this Agreement.

Compliance with General Terms and Conditions.

Customer will use the Service in full compliance with these Terms and Conditions.

Customer Responsibility.

The Customer acknowledges and agrees voluntarily and explicitly, that they shall use the Service at their sole and exclusive responsibility at all times.

Availability, Security and Business Continuity.

The Customer shall be solely responsible that their computer systems have the equipment and connections to connect to Neurafy systems thus enabling the provision of the Service. Neurafy will not be responsible for any of these devices and connections. Customers must not obtain or attempt to obtain any available information under the Service through means or procedures other than those that have been made available or are suitable for the purpose. No breach of the law, violation of rights of others, no disruptions of the systems. Customer agrees not to act in any manner that violates applicable law or encourages any conduct that could constitute or give rise to any liability or violation of law, (ii) may offend or harm the image , interests or rights of Neurafy or others, or (iii) could damage, disable or overburden the Site or the Service, interfere, disrupt or interrupt the operation of the Site or the Service as well as computer networks Neurafy or third, or impede, in any way, the normal use of the Site or the Service and authorized access to them. User names and passwords.

Customer acknowledges that usernames and passwords for granting access and using the Service are confidential and may not be shared and are provided for the exclusive use of the Client. Customer acknowledges that Neurafy is not to be held liable in any way for the Customer's management of user names and passwords.

Limited Use.

Customer shall not use the Service to develop, support, create or offer prices for any product or service that competes directly with the Service, or any other Neurafy product or service on the market or to create a functional substitute for each of such products or services of Neurafy. Customer acknowledges that the use, disclosure or distribution, by them, of identical or similar content to the one provided through the Service are contrary to the provisions of these General Terms and Conditions and, therefore, will amount to a violation of these Terms. Use of the Service is limited to personal, exclusive, non-expensive, single use (as opposed to collective) and is not transferable by Customer and is restricted to professional purposes. Customer will not copy or publish any information obtained through the Service on any computer network or broadcast in any media (including social networks).

Intellectual and Industrial Property.

All intellectual property rights of the Service and the Application (including modifications) are the exclusive property of Neurafy and shall be considered confidential Neurafy information by the Client. Neurafy has granted only a license to the Customer to use the Application (including modifications) which is nonexclusive, non-transferable, solely for use of the Customer for Service provided via equipment located in Spain and in accordance with the provisions of these Terms and Conditions (the " License "). In no case shall the General Terms and Conditions be construed as conferring the Customer any intellectual or industrial property for Implementation or Modifications for any part of the Service. Customer is expressly prohibited from using or exploiting in any way (including reproduction, transformation, distribution, public communication, making available to the public, mining, reusing, forwarding, creating derivative works, etc.) of the Application or Modifications thereof or any another element of the Service, except those rights of use expressly authorized by Neurafy in the General Terms and Conditions (i.e. RF) or measures imposed by mandatory statutory provisions.

PRICE

Amount and Accrual.

The amount of the price (applicable tax) and accrual shall be determined according to the procedures available at the time and selected by the Customer during the recruitment process.

Updates.

Neurafy can review their pricing during the periods of validity of the application by written notice to the Customer (which may also be carried out via email) at least thirty days before the start of the new pricing of the Application.

Invoices.

Customer authorizes Neurafy to expressly bill for service via electronic means, and in any case, be authorized by current legislation and ensure the authenticity of the origin and integrity of the content of bills. Invoices or notice of issuance (for viewing, printing and downloading from the website) will be sent to the email address provided by the Customer in the recruitment process.

Currency.

All payments to be made under this Agreement shall be made in Euros.

Payments.

The payment for the service that will be displayed during the recruitment process can be made by credit card, direct debit or any other means of payment displayed on the screen. To pay, the user must provide and comply with each and every one of the instructions on the screen. For electronic payment system, Neurafy has an e-commerce payment gateway installed. All data provided for this purpose is encrypted and hosted on a secure server certificate using the SSL protocol.

Tax.

Each party will be responsible for paying the taxes that have to be satisfied in accordance with applicable law.

RENEWAL, SUSPENSION AND TERMINATION

Validity and Extensions.

The Contract between the Customer and Neurafy will be considered concluded and will come into effect from the day on which the Customer has accepted these General Terms and Conditions and completed the contracting procedure successfully. Contract will have an initial duration, as chosen by the Customer during the contracting procedure, of one (1) year or one (1) month after its entry into force.

This initial duration will be extended automatically by periods of equal duration as per the method chosen initially, unless:

1. either party expresses, to the other party, its desire to terminate the Agreement by notice as specified in the following table (or by failing to pay the corresponding amount for the fee corresponding to the extended period(*)); or Initial Duration Prior Notice 1 year One month before the end of current annual period 1 month 10 working days before the end of current monthly period 2. (*) In this case, the Customer may recover the amount of the price charged by Neurafy corresponding to the fee for the extension period, provided that the Customer requests Neurafy for the return in writing within one (1) month prior to the end of previous period (i.e., prior to the period of extension). 3. Other applicable causes of termination are provided for in these General Terms and Conditions.

Suspension of Service

Neurafy reserves the right to terminate Service of those Customers who violate these General Terms and Conditions at any time and without notice. Unilateral Termination (without cause). Either party may unilaterally terminate the Agreement upon presenting fifteen (15) working days’ notice to the other party regarding its intention before the scheduled date of termination.

Effects of Termination or Suspension

In case of termination of the Contract or suspension of the Service rendered which is the subject of these General Terms and Conditions, Neurafy will bill, if applicable, the customer for the amount corresponding to proportionate share of the final fee due on the last effective date of the termination or suspension.

Customer Data

Customer's Contact Details:

In the cases where the exception under Article 2.2 of Royal Decree 1720/2007 of 21 December is not met ("RLOPD") 1. Personal data of individuals involved in the signing and execution of this Agreement in the name and on behalf of each party will be treated under the responsibility of the other party (and, if applicable, included in the files owned by the respective parties) for hosting, development and maintenance and monitoring of the Contract, as per the applicable laws or any other treatment that the Customer may have authorized during contracting procedure. The holder of personal data may address requests for access, rectification, cancellation and objection regarding treatment of data as each party is responsible, specifically, by writing to the address provided in the General Terms and Conditions in the "Notifications" section committing each party to inform the other of any changes or cancellations in the data transferred. 2. Each party agrees that, prior to delivery of any personal data of any individual involved in the execution of this Agreement to the other party, such individual will be informed of the content as provided for in the preceding paragraph and complied with any other requirements that may be applicable for correct communication of personal data to the receiving party, without it having to take any further action against the concerned in terms of information or consent. The Customer shall be responsible to make available to only Neurafy the professional data of the individuals acting as representatives of the Customer for the purpose of the conclusion and implementation of this Agreement. Prior to providing data to Neurafy, Customer shall inform these individuals of the contents of this clause and shall take all other measures necessary to ensure that Neurafy is not obliged to take any direct action to inform that person with regard to information or consent. Neurafy can access any data of Customer entered into this Application solely for reasons of maintenance, security or enforcement of the contract (including the conditions that determine the price of the Service, such as the annual turnover recorded in the Customer Application).

Processing of Personal Data

Neurafy processes any personal data on behalf of the Customer for the sole purpose of providing the Service:

1. Neurafy: 1.1. Will not communicate, assign or transfer in any form, even for preservation, such personal information to third parties other than authorized subcontractors in accordance with the provisions of these General Terms and Conditions and treat the same as confidential information; and 3. Declare that the Application complies with basic-level security measures referred to in the Royal-Decree 1720/2007 of 21 December.

2. Customer: 2.1. represents and warrants that it is subject to Statutory Law 15/1999 regarding personal data protection and will either (a) be responsible for all personal data provided to Neurafy for regulated treatment or (b) be responsible for treatment team as per Statutory Law 15/1999 regarding Personal Data Protection, which has expressly authorized compliance with article 21 of RLOPD for Neurafy outsourcing under these General Terms and Conditions. 2.2. expressly empowers Neurafy, under article 21.1 of RLOPD, to outsource all or part of the Service to any third party (e.g. for the purpose of cloud computing benefits of any kind), to undertake the same obligations as provided for in paragraph (1) above.

LIMITATION OF LIABILITY OF NEURAFY

1. The Site is provided on an "as is" ("as is ") and "as available" basis, and Neurafy does not take any guarantee whether express or implied) of commercialization, fitness of service or the application for a specific purpose, compatibility with any system, absence of defects (or solution of the same), interruptions or viruses, or impregnable security. 2. Compensation for damages caused to the Customer and attributable to Neurafy is subject to the following limitations: 1. It shall in no case exceed the amount charged by Neurafy from the Customer within one month prior to the date on which the damage occurred; 2. Shall not include any of the following damages (either are (un) provided, (un)predictable or (un)known) arising from the use of the Service and use of the Application: (1) loss of profits and consequential damages; (2) loss of goodwill or reputation damage; (3) third-party claims of infringement of intellectual property (these will be governed by the provisions of paragraph d) below); (4) damages suffered by third parties; and (5) loss of data]. 3. It must refer to a loss or damage reported to Neurafy by Customer expressly and in writing within two (2) days following the date on which it occurred and never later than two (2) months following termination of Agreement for any reason; and 4. If the damage is a third party claim for infringement of any intellectual and industrial property on the Application affecting the license, Neurafy shall not be liable for payment of any compensation for damages to the Customer. However, Neurafy agrees that during the term of the Contract, at no cost to Customer, to procure for the Customer the right to continue the legal and peaceful exercise of the rights of intellectual property unaffected, modified or replaced by the Application or part thereof that is affected so that it does not involve any infringement as long as the Customer has notified immediately the claim in question and (ii) grants Neurafy control of the defence of such claim, paying any reasonable fees necessary for this collaboration.

NOTIFICATIONS

All communications between the parties relating to the Contract shall be in writing, either by mail or email to the following addresses:

Neurafy Corp 66 W Flagler St Apt #911, Miami FL 33130, United States. info@neurafy.com

Customer: postal and e-mail address provided to Neurafy during contracting procedure.

Any change of address for correspondence shall be communicated to the other party in writing within five (5) business days.

GOVERNING LAW AND JURISDICTION

These General Terms and Conditions shall be governed by Spanish law. The parties submit to the jurisdiction of the city of Barcelona for any dispute arising in connection with this Agreement, waiving their own jurisdiction.