Last Updated: June 24, 2009
Numenta, Inc. Terms of Use
These Terms govern your access to and use of this website ("Site") and all information provided by Numenta on the Site, including the use of Site services ("Services") and HTM Networks. If there is a conflict between these Terms and other terms posted for a specific area of the Site the latter terms and conditions will take precedence for your use of or access to that specific area. YOU AGREE THAT BY CLICKING ON THE I AGREE BUTTON OR BY USING THE SITE YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. If you agree to these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
Things May Change. Numenta reserves the right, at its sole discretion, to modify or terminate the Site or Services or access to the HTM Networks, or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms. By continuing to access or use the Site, HTM Networks or the Services after we have posted a modification on the Site or have provided you with notice of a modification, you are telling us that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only option is to stop using the Site, HTM Networks and the Services.
Privacy. See Numenta's Privacy Policy at http://www.numenta.com/privacy-policy.php for information about how we collect and use your personal information. The Site and Services are not intended for people under 13. If you register to become a Site Member to access certain Services and features, you will be asked to create a Member password; please do not disclose it to anyone. You are responsible for all use of your account whether authorized by you or not.
Who Owns What? Numenta owns the Site, Services, NuPIC Platform, Vision Toolkit software, HTM technology, HTM Networks created by Numenta, and their respective intellectual property rights. Some HTM Networks are owned by our licensees as indicated on the Site. Periodically on this Site, we make use of third party trademarks. Any such marks are clearly noted, and we do not claim ownership of those marks. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.
HTM Networks. You may make your HTM Network available for your use or use by your invited Site users by uploading such HTM Network to the Site. Unless your HTM Network is one of our "Sample Vision Networks", Your HTM Networks will not be listed publicly and will not be accessible by other Site users unless you invite them to use such HTM Networks or they have received your network identifier from one of your invitees. You may apply with us, and we may accept, to have your HTM Networks be part of our "Sample Vision Networks", which are made publicly available to all Site users. When you make your HTM Network available on the Site, either privately or as part of a Sample Vision Network, you are giving up all expectations of privacy regarding the HTM Networks, because they will be accessible either by Numenta or other Site users, as applicable.
By uploading your HTM Network, or posting User Content to the Site (e.g. if you participate in a Numenta forum) you grant Numenta a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to use, copy, modify, display, and otherwise manage such HTM Network and User Content, on or by means of the Site and Services (or HTM Network as applicable). "User Content" means any text, graphics, images, music, software, audio, video, information or other materials that you post, submit or transmit to be made available through the Site, Services and HTM Networks. Your User Content is yours; we do not claim any ownership rights in such User Content and we donŐt do anything to restrict your rights in your User Content.
If your HTM Network is featured as one of our Sample Vision Networks or is accessible by other Site users as described above, you permit Numenta to grant third party users the right to use your HTM Network and User Content (only as part of the applicable HTM Network) for the sole purpose of experimentation with Numenta technology.
Numenta may remove your HTM Network at any time and for any reason, without giving you notice. Numenta has no obligation to include your HTM Network in its Sample Vision Networks; if we do so, we may remove it at any time for any reason, without giving you notice. You have no right to any compensation (monetary or otherwise) from our exercise of our rights to use your HTM Network. You may request that we remove your HTM Network from our Sample Vision Networks by emailing us at webservices@numenta.com, or using our online tools available via the Site. We will remove your HTM Network within 30 days of our receipt of such request.
You are permitted to use HTM Networks that are not owned by you for the sole purpose of experimentation with Numenta technology and Numenta hereby grants you a non-exclusive, license, to use the HTM Networks for this purpose only. In order to use an HTM Network, you will be required to submit images, which will be hosted by Numenta in connection with your use of the HTM Network. Such images are considered User Content under these Terms. If you want to use HTM Networks that are not owned by you, for other purposes, for example, creation of a commercial application, you will need a commercial license from Numenta; please contact us at info@numenta.com in this regard.
You are solely responsible for your HTM Networks and your User Content and you represent and warrant that: (i) you are the sole and exclusive owner of your HTM Networks and your User Content (or for User Content that you have all rights and permissions that are necessary to grant to Numenta rights therein); and (ii) your HTM Network and your User Content will not infringe, misappropriate or violate a third partyŐs intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. If you decide to make your HTM Networks available on third party websites, you agree to require all users of your HTM Networks on those third party websites to (a) comply with restrictions regarding (i) User Content that are at least as restrictive as those set forth in this Terms of Service and (ii) non commercial use of the HTM Network without a commercial license from Numenta and (b) grant Numenta permission to use any content submitted to the HTM Network in the same way that Numenta uses User Content under these Terms.
Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us at support@numenta.com or through the "Help" section of the Site. You agree that all Feedback will be the sole and exclusive property of Numenta and you irrevocably assign to Numenta and agree to irrevocably assign to Numenta all of your rights in all Feedback, including related intellectual property rights. If we ask you to, you agree, at our expense, to execute documents and take other reasonable acts to assist us in acquiring and maintaining our rights in the Feedback.
What Not To Do. You agree not to do any of the following: (a) submit or transmit any content, including User Content, that: (i) infringes a third partyŐs intellectual property rights; (ii) violates any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; (b) Access, tamper with, or use non-public areas of the Site, Numenta's computer systems, or the technical delivery systems of Numenta's providers; (c) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (d) Use any meta tags or other hidden text or metadata utilizing a Numenta trademark, logo URL or product name without Numenta's express written consent; (e) Use the Site or Services for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms; or (f) Violate any applicable law or regulation; or (g) Encourage or enable any other individual to do any of the foregoing.
Numenta has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that we have no obligation to monitor your access to or use of the Site, Services or HTM Network or to review or edit any User Content or your HTM Networks, but have the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to any content, including, any User Content or HTM Networks for any reason including those, that we, in our sole discretion, consider to be in violation of these Terms or otherwise harmful to the Site or Services; please note that we enforce a policy that provides for the termination in appropriate circumstances of Site users who are repeat infringers of intellectual property rights.
Copyright Policy. Please see Numenta's Copyright Policy at http://www.numenta.com/copyright-policy.php.
Links to Other Websites. The Site may contain links to third-party websites or resources. Numenta does not endorse and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources.
Termination. If you breach any of these Terms, we may suspend or disable your Numenta account or terminate these Terms, at out sole discretion and without prior notice to you. You may cancel your Numenta account at any time by sending an email to support@numenta.com.
Disclaimers. THE SITE, SERVICES, HTM NETWORKS AND CONTENT THEREIN ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NUMENTA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKES NO WARRANTY (I) THAT THE SITE, SERVICES, HTM NETWORKS OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR (II) REGARDING THE QUALITY OF ANY HTM NETWORK, SERVICES OR CONTENT OBTAINED THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NUMENTA OR THROUGH THE SITE, SERVICES, HTM NETWORKS OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Indemnity and Limitation of Liability. You agree to defend, indemnify, and hold Numenta, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with your access to or use of the Site, Services, or HTM Network, or your violation of these Terms. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES, HTM NETWORKS AND CONTENT THEREIN REMAINS WITH YOU. NUMENTA DISCLAIMS ALL DAMAGES THAT ARE NOT DIRECT DAMAGES. IN NO EVENT WILL Numenta's AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, HTM NETWORKS OR CONTENT EXCEED ONE HUNDRED DOLLARS. THESE LIMITATIONS OF DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NUMENTA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Jurisdiction. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Numenta and you regarding the Site, Services, and HTM Networks (unless you are the creator of an HTM Network, in which case the appropriate Numenta Software License Agreement also applies relative to your creation of the HTM Network using Numenta software), and these Terms supersede and replace any and all prior oral or written understandings or agreements between Numenta and you regarding the Site, Services and HTM Networks. You may not assign or transfer these Terms, by operation of law or otherwise, without Numenta's prior written consent. Numenta may assign or transfer these Terms, in its sole discretion, without restriction.
Contacting Numenta. If you have any questions about these Terms, please contact Numenta at info@numenta.com.
