Version: 1.0.0
Last Updated: 11-26-2023

Preamble

Please read these terms carefully before using the services offered by Neurox, Inc. d/b/a Shuttle (“Shuttle”). By using the website shuttlehq.com (the “Site”) and the services offered by Shuttle (including, without limitation, the Site, App, plugins, and services, collectively referred to as the "Services"), you are agreeing to these terms, including any other terms and conditions incorporated by reference, including, without limitation, the Privacy Policy (collectively, the “Terms”). If you do not agree to these Terms, please do not use the Site or Services.

If you do not agree to these Terms, you are free to reject them; unfortunately, that means you will not be able to use the Services. If you use the Services in any way, that means you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document, as well as those in the Privacy Policy.

The Services

As a condition to using the Services, you are required to open an account with Shuttle and select a password and username, and to provide certain other information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your account at any time, for any reason, by following the instructions on the Site. Shuttle may suspend or terminate your account in accordance with the Terms.

You may not (i) select or use as a username or other identifier with the intent to impersonate another person; (ii) use as a username or other identifier a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username or other identifier a name that is otherwise offensive, vulgar or obscene.

You are solely responsible for the activity that occurs on your account, and for keeping your account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your account. You should never publish, distribute or post login information for your account.

Your right to use the Services is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the Services at any time, including the availability of any Service feature, database or content. We may also impose limits on certain features and aspects of the Services or restrict your access to parts or all of the Services without notice or liability.

Shuttle uses reasonable efforts to ensure that the Services are available 24 hours a day, 7 days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and repairs, or as a result of failure of telecommunications links and equipment that are beyond the control of Shuttle. Every reasonable step will be taken by Shuttle to minimize such disruption where it is within the reasonable control of Shuttle. You agree that Shuttle shall not be liable to you for any modification, suspension or discontinuance of the Services.

You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Services or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

Infringing Content; DMCA

If you believe that your copyright-protected work has been used on the Services in a way that constitutes copyright infringement, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") to our designated agent. Notifications should be sent to dmca@shuttlehq.com. To be effective, your DMCA notification must include the following:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receiving a proper DMCA notification, Shuttle will take whatever action it deems appropriate, which may include the removal of the challenged content from the Services.

Intellectual Property Rights; Feedback

Shuttle, its affiliates, and licensors own all rights, titles, and interests in and to the Services, including all associated intellectual property rights. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries.

Our trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Shuttle. You are granted no right or license with respect to any of the aforesaid trademarks, and any use of such trademarks.

You agree not to copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of Shuttle's material except to the extent necessary to use the Services for their intended purpose. Unauthorized use of Shuttle's intellectual property may violate copyright, trademark, and other laws.

Any feedback, comments, or suggestions you may provide regarding Shuttle or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

Certain of the features and products that comprise the Services may be provided to you free of charge or for a fee, or on a trial basis. If you are using any Services on a trial basis, you are not entitled to any compensation for use of such Services. If you are paying a fee for use of any Services, you are entitled to use such Services for the period of time for which you have paid, beginning on the date on which we receive payment from you, or, if such Services are charged on a pay per use basis, only for the specific use for which you have paid. You may use the Services for your own personal use, and you may not resell any Services to a third party.

You understand that Shuttle owns the Services and you will not (except as permitted by applicable law or as expressly permitted by Shuttle) modify, publish, transmit, reverse engineer or create derivative works based on the Services.

User Conduct and Content

You are responsible for the content you contribute in any manner to the Services, ensuring it is legal, reliable, and respectful of others' rights. This includes securing necessary rights for content you share and maintaining accuracy in information you provide.

The Services may link to third-party websites or services not owned or controlled by Shuttle. Your use of these third-party sites or services is at your own risk and discretion. Shuttle is not liable for any risks or liabilities arising from your interactions with these third-party entities.

While Shuttle does not monitor or control content on third-party websites or services, we expect you to exercise judgment and caution when interacting through the Services. You release Shuttle from liability related to your use of any third-party website or service.

Your dealings with organizations or individuals found through the Services, including payment and delivery of goods or services, are solely between you and such parties. Shuttle is not responsible for any loss or damage incurred from these dealings.

In the event of a dispute with one or more users or third parties, Shuttle is not obliged to become involved. You release Shuttle, its officers, employees, agents, and successors from all claims, demands, and damages arising from such disputes.

You must not use the Services to transmit illegal, harmful, offensive, or infringing content. Respect the rights of others and do not engage in behavior that disrupts the service experience for other users.

Changes to the Services

We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, the Privacy Policy, any agreement we may have in place with your or your organization, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

Privacy

The Privacy Policy explains how we treat your personal data and protect your privacy when you use the Services. By using the Services, you agree that we can use such data in accordance with our Privacy Policy.

Restrictions

You agree not to, and will not assist, encourage, or enable others to use the Services to:

• Transmit, or cause to be transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Shuttle user.
• Create or transmit unwanted ‘spam’ to any person or any URL.
• Violate or breach the security of any network, servers, data, computers, or other hardware or software related to the Services.
• Intentionally or unintentionally violate any applicable local, state, national, or international law.
• Engage in or promote activities in connection with products, services, or materials that involve: spyware, adware, malicious programs or code, counterfeit goods, items under US embargo, hate materials, materials promoting terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance equipment, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products, items used for theft, explosives, hazardous materials, fake government IDs, police items, unlicensed stock and securities trading, gambling, professional services requiring state licenses, non-transferable items like airline or event tickets, weapons and accessories.
• Sell, lease, loan, distribute, transfer, or sublicense any portion of the Services or access to the Services, or derive income from the use or provision of the Services, whether for direct commercial or monetary gain or otherwise, without Shuttle's prior, express, written permission.
• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner.
• Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access.
• Use any automated means or interfaces not provided by Shuttle to access the Services or to extract data.
• Use or attempt to use another user's account without authorization from that user and Shuttle.
• Engage in any harassing, intimidating, predatory, or stalking conduct.
• Upload, post, transmit, distribute, store, create, or otherwise publish through the Services any content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable.

User Content and Submissions

When you integrate your email and calendar with our Services, the content and data from these platforms are considered your 'User Submissions'. These submissions are used solely for providing you with our intelligence services. The nature of these User Submissions means they are typically confidential and handled with the utmost respect for your privacy.

By using our Services, you grant us a limited license to access, process, and use these User Submissions to deliver the Services. This includes analyzing, organizing, and presenting data in a meaningful way to enhance your experience. We do not claim ownership of your User Submissions, and this license is for the sole purpose of service provision.

User Submissions sourced from email and calendar integrations are primarily processed for your eyes only, unless you choose to share specific details or insights derived from them. In cases where sharing occurs, it will be governed by your settings and consent.

We acknowledge that the licenses granted to us are within the bounds of maintaining your privacy and confidentiality. These licenses are royalty-free, non-exclusive, and encompass the rights necessary for service provision. Upon account deletion, we commit to ceasing the use of your User Submissions and taking reasonable steps to purge them from our systems, subject to data retention laws and backup systems.

Support

Shuttle may elect to provide you with support or modifications for the Services (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you. Shuttle reserves the right to charge fees for Support. Any Support provided by Shuttle shall be subject to these Terms.

Warranty Disclaimer

Users of the Service may gain access to, or information from, third party websites or services. Shuttle does not control such third party websites or services, and Shuttle is not responsible for their content, policies, or practices. The inclusion of any link or service does not imply endorsement by Shuttle of the third party website or service. Your use of any third party website or service is at your own risk and subject to the terms and conditions of use for such websites or services. Shuttle does not make any representation or warranty whatsoever about any third party website or service that you may access through the Services.

Shuttle has no special relationship with or fiduciary duty to you. You acknowledge that Shuttle has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Shuttle from all liability for you having acquired or not acquired Content through the Services. Shuttle makes no representations concerning any Content contained in or accessed through the Services, and Shuttle will not be responsible or liable for the accuracy, copyright

SHUTTLE DOES REPRESENT OR WARRANT THAT THE SERVICE IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.

THE SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND SHUTTLE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY SERVICE INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHUTTLE, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT SHUTTLE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SHUTTLE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO SHUTTLE IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

YOU ACKNOWLEDGE AND AGREE THAT SHUTTLE HAS OFFERED ITS SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SHUTTLE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SHUTTLE. SHUTTLE WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Shuttle, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, liabilities, damages, losses, costs, and expenses, including attorneys' fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your violation of these Terms; or (iii) your violation of any rights of a third party.

These obligations include, but are not limited to, any behaviors, actions, or content transmitted through the Services that could infringe upon the intellectual property rights, privacy rights, or other rights of third parties. Shuttle will make reasonable efforts to provide you with written notice of any such claim, suit, or action that falls under these indemnification terms.

You shall cooperate as fully as reasonably required in the defense of any such claim. To the extent permitted by applicable law, Shuttle reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Amendment

Shuttle reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

General Terms

With respect to all purposes related to these Terms, You and Shuttle shall act independently, not as partners, joint venturers, agents, employees, or employers of one another. You do not have any authority to assume or create obligations on Shuttle's behalf, whether express or implied, nor to bind Shuttle to any contract.

Should any provision of these Terms be deemed invalid by a court of competent jurisdiction, the parties agree that the court should give effect to the parties' intentions as reflected in the provision, while the remaining provisions of the Terms remain in full force and effect.

You are responsible for all taxes, duties, filings, and governmental assessments associated with your activity in connection with the Services, except where Shuttle opts to handle such matters at its sole discretion.

You may not assign, delegate, or transfer these Terms, your rights or obligations hereunder, or your Service account, in any way (by operation of law or otherwise) without Shuttle's prior written consent. Shuttle may transfer, assign, or delegate these Terms and its rights and obligations without consent.

These Terms are governed by and construed under the laws of the State of Delaware, without regard to its conflict of laws provisions. Disputes arising from these Terms will be settled in Los Angeles County, California, in English, through arbitration in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. The arbitration will be conducted by a commercial arbitrator with relevant experience, selected from JAMS' arbitrators. The arbitrator's award may be enforced in any competent court. For injunctive or equitable relief, the parties consent to exclusive jurisdiction and venue in the state or federal courts in Los Angeles County, California, or the Central District of California. Any arbitration will occur on an individual basis; class arbitrations and class actions are not permitted. BY ENTERING INTO THESE TERMS, BOTH PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This waiver of jury trial may not be enforceable in some jurisdictions, and nothing in these Terms shall be interpreted as a waiver of any legal rights under the laws of such jurisdictions.

Shuttle's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Notices to Shuttle required or permitted by these Terms should be in writing and considered effective upon receipt, sent to privacy@shuttlehq.com or delivered to 3277 S White Rd #951, San Jose, CA 95148, Attn: Legal.