I. Representations and acceptance
By accessing and/or using this website called https://www.neuraan.com/, or by using the software called Neuraan (hereinafter the “Platform”), the User acknowledges having read and understood the content of these terms and conditions of use, and states (i) that they are of legal age, with sufficient legal capacity; (ii) that they accept and understand the scope of these terms and conditions; (iii) that it is their will to be bound by their terms; (iv) that they irrevocably waive the right to invoke any jurisdiction, conflict of laws or provisions contrary to these terms and conditions; and (v) that they waive the right to object in the future to these terms and conditions, as well as to their amendments.
Likewise, by virtue hereof, the User acknowledges and agrees to be bound by the terms and conditions set forth herein, which establish a contractual relationship between the User and Neuraan, S.A.P.I. de C.V. (hereinafter “Neuraan”); and accepts that merely accessing the Platform or using it in any way entails the express acceptance of and submission to these terms and conditions, as well as to any other document contained in or referred to on the Platform.
It should also be noted that these terms and conditions govern the use of and access to the Platform, as well as the provision of the services offered within it; therefore, all obligations and/or rights that may arise from current or future relationships the User enters into with Neuraan will be governed by these terms and conditions.
II. Intellectual Property
The User acknowledges that Neuraan is the owner, authorized user or licensee of all elements contained on the Platform, including all rights and prerogatives arising from industrial property, copyright or related rights that derive from or are contained in it; accordingly, the User waives any right to dispose of, use or in any way infringe such rights, as applicable, and undertakes in all cases to indemnify, compensate and/or answer, as the case may be, to Neuraan and/or any relevant third party, and in all cases to hold them harmless from any dispute, claim or conflict related to the improper use of the intellectual or industrial property or know-how contained in, referred to or inserted in the Platform. Likewise, any copyright related to the source code, algorithm or program derived from, inserted in or related to the Platform is the property of Neuraan or, where applicable, Neuraan is the licensee or authorized user thereof.
III. Provision of the Service
The User accepts and acknowledges that Neuraan offers a service to provide information and real-time online assistance through the Platform (hereinafter the “Service”).
The Service consists of an automated communication tool that uses artificial intelligence to interact with users, which can help the User solve problems, provide information, suggest information, give automatic responses, improve internal processes and perform other tasks related to the User.
The Service is provided as follows:
- The User accesses the Platform and must create a personalized profile within the Platform, providing all information and documentation requested, including without limitation personal data, a password and the payment method of their choice.
- Choose a service plan from the different service plans offered through the Platform.
- Platform configuration, which means configuring the Platform so that its artificial intelligence can perform the tasks the user is instructing the agent to do. Configuration includes setting up the tools, system directives and their usage limits, as well as configuring the platform's interaction channels.
- Monitoring, updates and improvements to the Platforms: user interactions are analyzed and problems and opportunities for improvement are identified, so that adjustments can be made through artificial intelligence to the conversation flow and the Platform's responses to improve its effectiveness and meet the User's needs.
The User expressly acknowledges and accepts that:
- Neuraan is not responsible for the information shared on the Platform.
- Neuraan will not be responsible for the availability and accuracy of the information posted on the Platform.
- Neuraan is not responsible for the use made of the information added to and generated on the Platform.
- Neuraan is not responsible for third-party access to the information added to and generated on the Platform.
- Neuraan limits its liability in connection with the provision of its Service to the fullest extent permitted by law, limiting its liability to compliance with regulatory and legal obligations.
- Neuraan reserves the right to modify, cancel or stop offering any of the services offered by Neuraan and/or through the Platform.
IV. Payments
The Neuraan Platform uses various electronic payment solutions, including without limitation the internet payment service called “Stripe”. Neuraan will not store Users' financial, banking or credit card data. Each User is responsible for implementing security policies in the payment systems they use to pay for the Services. Neuraan is not responsible for the User's misuse of payment systems, nor for attacks suffered by Users, their data or service providers at the hands of hackers, malware, ransomware, phishing or other events that cause, or may cause, the loss, disclosure, sale or misuse of Users' data, nor for any resulting monetary or moral losses or damages. All liability arising from or related to the use of payment systems and services will rest solely with the User and/or, where applicable, the corresponding service provider, and the User is responsible for following the terms and conditions of such services, which can be consulted on their websites.
In the event of a discrepancy, it will be up to Users to prove their payments.
V. Links to other sites and platforms
Neuraan will link your browsing to websites, applications or service providers; such links are intended to provide a more complete service through which the User can complete the desired transaction. However, Neuraan is not responsible for the content or operation of such sites or service providers. Likewise, under no circumstances will Neuraan be liable for any damage or loss arising from the content or operation of such websites or providers, including in all cases payment services and others that Neuraan may support from time to time, banking institutions, links to social networks, web pages and others, whether related or analogous.
VI. Tax obligations
The User must be current on each and every one of their tax obligations in accordance with Applicable Law. The User must have paid all of their taxes with funds from lawful activities in accordance with the Anti-Money Laundering Regulations (meaning, collectively, the Federal Law for the Prevention and Identification of Transactions with Funds of Illicit Origin, its regulations and its General Rules; the Bank Secrecy Act of the United States of America, as amended by Title III; the International Emergency Economic Powers Act; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as they may be amended from time to time, and other related and applicable laws, regulations and legal provisions). The User also guarantees that it will timely and duly pay the taxes and contributions arising from the applicable legal acts.
The User must provide any document necessary to prove compliance with their tax obligations, including, without limitation, the positive tax compliance opinion issued by the SAT (Mexican Tax Administration Service).
VII. Anti-corruption
The User must hold each and every legal and governmental authorization demanded and/or required by any Governmental Authority at the municipal, state or federal level to carry out its operations, which were obtained lawfully without the commission of any crime or acts of corruption, and guarantees to keep them in force for as long as any type of relationship with the Client exists.
The User undertakes to:
- Comply with all applicable anti-corruption laws and not carry out any act or omission that causes or may cause Neuraan to violate or commit an offense under any Applicable Laws relating to anti-corruption and bribery, including the General Law of the National Anti-Corruption System, the Federal Criminal Code, the Foreign Corrupt Practices Act of the United States of America and its guidelines, the UK Bribery Act, the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the United Nations Convention against Corruption, the Inter-American Convention against Corruption, and other related and applicable laws, regulations and provisions.
- Not deliver or offer anything of value to or for the benefit of any official or employee of a governmental authority in order to obtain or retain a contract, business opportunity or other benefit for themselves or for Neuraan, or to influence any act or decision of that person in their official capacity.
- Not promise, offer, give or receive bribes, payments, gifts or gratuities, whether in cash or in kind, intended to obtain or retain an advantage or benefit for the User, Neuraan or any third party.
VIII. Prevention of Money Laundering and Terrorist Financing
The User and their related persons must not appear on any list of individuals and/or legal entities sanctioned by national and/or foreign governmental authorities in connection with organized crime, money laundering and/or terrorism offenses, including blacklists; and must be able to prove the legitimate origin of their funds if governmental authorities so require.
The User must not have committed, either directly or through their partners, shareholders, affiliates, subsidiaries, employees or subordinates, any offense considered organized crime under the Federal Law against Organized Crime and the Anti-Terrorism Regulations (meaning, collectively, the Federal Criminal Code; the Federal Law against Organized Crime; the National Asset Forfeiture Law; the General Law of the National Public Security System; Executive Order 13224 of the United States of America (US Executive Order 13224); the International Emergency Economic Powers Act; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001; the Antiterrorism and Effective Death Penalty Act of 1996; the International Security and Development Cooperation Act; the Terrorism List Governments Sanctions Regulations; and the Foreign Terrorist Organizations Sanctions Regulations; as they may be amended from time to time, and other related and applicable laws, regulations and provisions).
Likewise, the User must not be associated, directly or indirectly, with organizations, entities and/or persons engaged in coordinating, financing and/or carrying out offenses considered organized crime under the Federal Law against Organized Crime.
IX. Cancellation and/or Modification
The User may at any time cancel their profile on the Platform and/or, where applicable, modify the content of that profile on the Platform.
For help and support with canceling and/or modifying the User's profile, the User may send an email to soporte@neuraan.com and/or support@neuraan.com.
Regardless of any other grounds for termination contained herein, Neuraan may, without any liability, terminate the legal relationship if it has a well-founded suspicion that the User and/or their Related Persons are not complying with any of the representations set out in these Terms and Conditions.
X. Warranties and claims
The User accepts that the Services offered on the Platform will only be covered by a warranty for defects related to their programming. To make a warranty claim, the User must submit it by email to the following address: soporte@neuraan.com and/or support@neuraan.com.
Neuraan is not responsible for failures or damages for which a claim has not been filed within 10 days after such failure or damage was detected.
XI. Ownership and Rights
The entire design of the Platform and its content, including photographs, texts and information, are reserved and exclusive rights of Neuraan.
All material generated through Neuraan, contained in or transmitted by the Platform, or any material the User accesses as a direct or indirect consequence of using the Platform and their relationship with Neuraan, is the property of Neuraan. All copyrights arising from the products and services the User acquires from Neuraan, as well as industrial property (including trademarks) and the rights arising from the software underlying the Platform, are the property of Neuraan; therefore, their disclosure, modification, transmission or copying is expressly prohibited under the applicable law. Any illegitimate transcription, copying or storage of material generated by or through Neuraan is prohibited.
Hereby, and by using the Platform, the User grants Neuraan, for itself and for any third party, a worldwide, transferable and sublicensable, royalty-free license for 15 (fifteen) years with respect to any photograph, reproduction or work that the User or related parties make of the services provided by Neuraan, or derived from them. If applicable laws or authorities prevent royalty-free licenses, such license will be for $1.00 (one Mexican peso 00/100 M.N.).
XII. Amendments
Neuraan reserves the right to modify these Terms and Conditions at any time by publishing such modifications on the Platform. Any modification will take effect the day after its publication.
XIII. Rules
The User undertakes to respect and comply with each and every law, regulation and rule applicable in the place where the service is provided and in the place where the User resides. The User also undertakes not to use the Platform for any unlawful purpose.
XIV. Titles and Headings
The titles and headings used in these Terms and Conditions are for reference only and should not be construed as limiting.
XV. Limitation of liability
The User undertakes to hold harmless and, where applicable, indemnify and keep out of any conflict Neuraan, its shareholders, subsidiaries, affiliates, officers, directors, employees, advisors, suppliers, service providers and representatives from any damages and losses, including indirect damages, arising in any way in connection with the misuse of the Platform and/or the Services provided.
The User undertakes to reimburse Neuraan for any expense it incurs or damage it suffers, without any limitation, due to unjustified cause.
XVI. Privacy and Data Protection
Pursuant to the Law on the Protection of Personal Data Held by Private Parties, we inform the User that the data provided through the Platform is completely confidential and will be processed in accordance with the Comprehensive Privacy Notice available to the User on the Platform.
If, by virtue of using the Platform, the User becomes aware of personal data or, in general, information of Neuraan or of any third party that is considered confidential, the User undertakes to keep such data and information confidential, and not to disclose it for any reason or use it for their own benefit.
XVII. Governing Law and Jurisdiction
For the interpretation, performance and enforcement of these Terms and Conditions, the parties expressly submit to the jurisdiction of the competent Courts of Mexico City, with these conditions governing the merits and, supplementarily, Mexican federal commercial law and applicable municipal regulations. The User expressly waives any other jurisdiction or venue that may correspond to them by reason of their present or future domicile or any other cause.
XVIII. Responsibility for the use of tools integrated into artificial intelligence agents
Neuraan® provides users with a technology platform for creating, configuring and running artificial intelligence agents (hereinafter, "agents"), which may operate with external tools defined or integrated by the user.
It is the user's sole responsibility to ensure that the tools, services or APIs they provide or configure for use by the agents are legal, properly licensed and do not infringe third-party rights.
The user represents that they have the rights, permissions and authorizations necessary to use such tools within the operating context of the agents created on the Neuraan® platform.
Neuraan® assumes no responsibility for the improper, unlawful or incorrect use by the user of the tools configured in the agents, nor for the consequences, damages or losses that may arise from the agent's behavior based on such tools. Any action executed by the agents is considered a direct extension of the instructions and configurations made by the user.
Neuraan® also reserves the right to suspend access to or use of the platform for any user who configures or uses tools that break the law, compromise the security of the system or violate the platform's terms and conditions of use.