Welcome to Neptune.io, Inc., a Delaware corporation ("Neptune," "we," or "us"). Your use of this website (the "Site"), the services made
available on the Site, and access to services via API (together "Services") are all subject to these Terms of Service (these "Terms"). By
using any of our Services, you agree to be bound by, and use our Services in compliance with, these Terms. IF YOU DO NOT AGREE TO THESE
TERMS, DO NOT USE OUR SERVICES.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without
giving effect to any conflicts of laws principles that require the application of the law of a different state. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You hereby expressly consent to the
personal jurisdiction and venue in the state and federal courts for the county in which Neptune's principal place of business is located
for any lawsuit filed there against you by Neptune arising from or related to this Agreement. We and our suppliers make no representation
that the Services are appropriate or available for use in locations other than the United States. If you use the Services from outside the
United States, you are solely responsible for compliance with all applicable laws, including without limitation export and import
regulations of other countries. You may not assign, subcontract, delegate, or otherwise transfer these Terms, or your rights and
obligations herein, without obtaining our prior written consent. We may freely assign these Terms. Any waiver or failure to enforce any
provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will
remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum
extent permitted by law. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matters
hereof and supersede and merge all prior discussions between the parties with respect to such subject matters. No modification of or
amendment to these Terms, or any waiver of any rights under these Terms, will be effective unless in writing and signed by an authorized
signatory of you and an officer of Neptune.
Disclaimer of warranties
NEPTUNE IS PROVIDING THE SERVICES ON AN "AS IS" BASIS FOR USE AT YOUR OWN RISK. NEPTUNE DOES NOT WARRANT THAT THE OPERATION OF THE
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEPTUNE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Plan pricing and available features are mentioned on the pricing page, and are subject to change in future.
Changing the Service
Neptune reserves the right to modify, suspend or stop the Service (or any part thereof), either temporarily or permanently, at any time or
from time to time, with or without prior notice to you. Without limiting the foregoing, Neptune may provide notice of any such changes to
the Service by posting them on its websites and/or via the Service. You agree that Neptune shall not be liable to you or any third party
for any modification or cessation of the Service. You acknowledge that Neptune has no express or implied obligation to provide, or
continue to provide, the Service, or any part thereof, now or in the future; and in addition, Neptune may at any time, upon prior notice
as required by applicable law, institute charges or fees for the Service.
As part of using the Service, Neptune will provide you with the opportunity to submit comments, suggestions, or other feedback regarding
your use of the Service. You agree that in the absence of a separate written agreement to the contrary, Neptune will be free to use any
feedback you provide for any purpose.
Limitation of liability
YOU AGREE THAT NEPTUNE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU, YOUR CUSTOMERS, OR THIRD PARTIES CAUSED BY THE USE OF OR
INABILITY TO USE THE SERVICES OR FAILURE OF THE SERVICES TO FUNCTION. IN NO EVENT WILL NEPTUNE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST DATA AND LOST PROFITS, IN CONNECTION WITH THE USE OF THE SERVICES OR OTHER
MATERIALS PROVIDED ALONG WITH THE SERVICES OR IN CONNECTION WITH ANY OTHER CLAIM ARISING FROM THIS AGREEMENT, EVEN IF NEPTUNE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEPTUNE'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER
SHALL NOT EXCEED FIFTY DOLLARS ($50.00).
You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees,
representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services, your violation
of these Terms, your violation of any applicable law, regulation or rule, including, but not limited to, the Health Insurance Portability
and Accountability Act of 1996, the Children's Online Privacy Protection Act of 1998, or the Gramm-Leach-Bliley Act of 1999, or your
violation of any rights of a third party through use of the Services.
Conditions of Use
You will not (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any
software component of the Services are compiled or interpreted, and you acknowledge that nothing in this Agreement will be construed to
grant you any right to obtain or use such code; (ii) create any derivative product from any of the foregoing; (iii) without our express
written permission, introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate
automated searches, requests and queries, or to strip or mine data from the Services; (iv) perform or publish any performance or benchmark
tests or analyses relating to the Services or the use thereof; or (v) allow third parties to gain access to the Services or to otherwise
use the Services in any manner other than as expressly permitted in this Agreement. You are responsible for notifying any end user of your
products or services that access the Services that your products or services will transmit personal data to us through the Services and
obtaining such end user's consent to the collection of such personal data by us.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our
Services ("Content"). You grant us a non-exclusive, worldwide, royalty-free and fully paid license to use the Content, as necessary, for
purposes of providing the Services to you and other users of the Services. All rights in and to the Content not expressly granted to us in
this Agreement are reserved by you. You will not use our Services to: (i) upload, post, email, or otherwise transmit any Content that
contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's
privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any
person or entity, or otherwise misrepresent your affiliation with any person or entity; (iv) upload, post, email, or otherwise transmit
any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure
agreements); (v) upload, post, email or otherwise transmit any Content that contains confidential health information governed under the
Health Insurance Portability and Accountability Act of 1996 (HIPAA); (vi) upload, post, email or otherwise transmit any Content that
contains identifiable financial information (such as Social Security numbers, credit card numbers, bank account numbers, or bank routing
information); (vii) upload, post, email or otherwise transmit any Content that contains password information for any third-party users;
(viii) upload, post, email or otherwise transmit any Content that contains personally identifiable information for individuals under the
age of 13 years old; (x) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret,
copyright, or other right of any party; (xi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising,
promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of solicitation; (xii) upload, post,
email, or otherwise transmit any Content that contains software viruses or any other computer code, files, or programs designed to
interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (xiii) interfere with
or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations
of networks connected to the Services; (xiv) intentionally or unintentionally violate any applicable local, state, national or
international law or regulation; (xv) "stalk" or otherwise harass another user of the Services. You agree that we may (but has no
obligation to), in our sole discretion, remove or modify any Content which we deem to violate this section.
Term and Termination
These Terms will continue to apply until terminated by either you or Neptune as set forth below (the "Term"). If you want to terminate
your agreement with us, you may do so by (a) notifying us at any time; and (b) closing your accounts for the Services, where we have made
this option available to you. Your notice should be sent, in writing, to Company's address set forth below. We may at any time terminate
our agreement with you if (a) you have breached any provision of these Terms (or have acted in a manner that clearly shows you do not
intend to, or are unable to, comply with these Terms); (b) we are required to do so by law (for example, where the provision of the
Services to you is, or becomes, unlawful); (c) the provision of the Services to you by us is, in our opinion, no longer commercially
viable; or (d) we have elected to discontinue the Services (or any part thereof). Termination of your account includes: (a) removal of
access to all offerings within the Services; (b) deletion of your password and all related information; and (c) barring of further use of
the Services. Upon expiration or termination, you shall promptly discontinue use of the Services. However, the sections titled IP
Ownership, Your Content, Feedback, Disclaimer of Warranties, Limitation of Liability, Indemnity, Term and Termination and General of these
Terms will survive any termination of the Terms.
Subject to the rights granted in this Agreement, Neptune retains all right, title and interest in and to the Services, and you acknowledge
that you neither own nor acquire any rights in and to the Services other than the limited rights expressly granted under this Agreement.
Usernames and Passwords
You are responsible for maintaining the confidentiality of your username and password, and are solely responsible for all activities that
occur thereunder. You agree (i) not to allow a third party to use your account, usernames or passwords at any time; and (ii) to notify
Neptune promptly of any actual or suspected unauthorized use of your account, usernames or passwords, or any other breach or suspected
breach of this Agreement.
We reserve the right to terminate our agreement with any customer who repeatedly infringes third party copyright rights upon prompt
notification to us by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that a
copyrighted work has been copied and posted via the Services in a way that constitutes copyright infringement, you shall provide us with
the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the
copyrighted work; (b) an identification and location in connection with the Service of the copyrighted work that you claim has been
infringed; (c) a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its
agent, or the law; (d) your name and contact information, such as telephone number or email address; and (e) a statement by you that the
above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the
copyright owner's behalf. Contact information for our Copyright Agent for notice of claims of copyright infringement is as follows:
Attn: Copyright Agent
1730 S. Amphlett Blvd, Suite 213
San Mateo, CA 94402
Changes to these Terms
If we make any substantial changes to these Terms, we will notify you by sending you an e-mail to the last e-mail address you provided to
us and/or by prominently posting notice of the changes on our website. Any material changes to these Terms will be effective upon the
earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting
of notice of the changes on our website. These changes will be effective immediately for new users of our Service. If you do not agree to
the changes in the Terms, you must notify us prior to the effective date of the changes that you wish to deactivate your account with us.
Continued use of our website or Service, following notice of such changes shall indicate your acknowledgement of such changes and
agreement to be bound by the terms and conditions of such changes. Feedback You acknowledge and agrees that any comments, ideas and/or
reports provided to Neptune ("Feedback") shall be the property of Neptune and you hereby irrevocably transfer and assign to Neptune such
Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary
conduct of your business.