Terms of Service

Last Updated: April 22, 2022

Welcome to NUERO

NUERO ("NUERO," "we," "us," "our," "Platform") provides its marketplace and services (as described below) to you ("you" or "User") through its website, Platform, and marketplace located at www.nuero.io (the "Platform"), subject to the following Terms of Service (as amended from time to time, the "Terms"). By signing up for an account on the Platform or otherwise using or accessing the Platform, you acknowledge that you have read and agree to be bound by these Terms. The Privacy Policy and any additional terms, policies, and rules set forth on the Platform are now incorporated by reference into these Terms and expressly accepted and acknowledged by the User.

PLEASE READ THESE TERMS OF PLATFORM CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE NUERO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

At our sole discretion, we reserve the right to change or modify portions of these Terms of Use at any time. If we do so, we will post the changes on this page and indicate the date these Terms were last revised at the top of this page. We will also notify you either through the Platform's user interface, in an email notification, or by other reasonable means. Such changes will be effective no earlier than fourteen (14) days after they are posted, except that changes affecting the Platform's new features will be effective immediately. Your continued use of the Platform after the effective date of such modifications will constitute your acceptance of the new Terms of Use.

What is NUERO?

NUERO is a platform for artists (“Creators”) and collectors (“Collectors”) to sell, purchase, list for auction, make offers, and bid (each a “Transaction”) on digital art represented on a non-fungible Ethereum-based tokens (“Digital Artwork”).

Smart-Contract Enabled. The Digital Artwork on NUERO is represented on smart contracts on the Ethereum blockchain that provides an immutable ledger of all transactions that occur on NUERO (“Smart Contracts''). This means that all Digital Artwork is outside of the control of any one party, including NUERO, and is subject to many risks and uncertainties. We neither own nor control MetaMask, Coinbase, the Ethereum network, your browser, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. The User understands that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the Platform.

Noncustodial. While NUERO offers a marketplace for Digital Artwork, it does not buy or sell digital artworks or take custody or possession of them. The Platform facilitates the User's collection of Digital Artwork, but neither NUERO nor the Platform are custodians of any Digital Artwork. Users understand and acknowledge that the Smart Contracts do not at any time give the NUERO custody, possession or control of any Digital Artwork or cryptocurrency to facilitate transactions on the Platform. You acknowledge that you are aware and acknowledge that NUERO is a non-custodial service provider and has designed this Platform to be directly accessible to Users without any involvement or action by NUERO or any third party. As a marketplace, NUERO cannot make any representation or warranty that Creators will achieve any particular result when posting their digital artwork on NUERO.

How do I use NUERO?

Your registration obligations: anyone can browse NUERO without registering an account. You may be required to register with NUERO to access and use certain features of the Platform, such as to participate as a Creator or Collector. When you register on the Platform, you agree to provide true, accurate, current and complete information about yourself as prompted by our registration form. Registration Data and certain other information about you is subject to our Privacy Policy. You must be at least 13 years old to register for an account as a Creator and at least 18 years old to bid on a digital artwork. If you are between the ages of 13 and 18, you must have the express permission of a parent or guardian to accept these terms on your behalf. You are responsible for everything that happens when someone logs into your account and for the security of the account.

Member Account, Password and Security: you are responsible for maintaining the confidentiality of your account and password, if applicable, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify NUERO of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when you access NUERO. NUERO will not be liable for any loss or damage resulting from your failure to comply with this section.

Connecting Your Wallet: in order to participate in the Marketplace as a Creator or Collector, you must connect to a browser extension MetaMask. MetaMask is an electronic wallet that allows you to buy, store, and transact using the native Ethereum cryptocurrency ETH. All transactions on NUERO are in the native Ethereum cryptocurrency, ETH. Changes to the Platform: the NUERO reserves the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that NUERO shall not be liable to you or any third party for any modification, suspension or discontinuance of the Platform.

What are the rules for using NUERO?

When using NUERO, the following is strictly prohibited for the Users:

  • Manipulate the price of a digital artwork in any way, including placing bids on your own items, preventing bids, or using NUERO to disguise economic activity.

  • upload, by email or otherwise, any Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload because it contradicts any law or contractual or fiduciary relationships you may have; (iii) contains software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a risk to the privacy or security of any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail", "spam", "chain letters", "pyramid schemes", "contests", "sweepstakes" or any other form of solicitation; (vi) are unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable; or (vii) in NUERO's sole judgment, is offensive or restricts or inhibits any other person from using or enjoying the Platform, or could expose the NUERO or its users to harm or liability of any kind;

  • Interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; or violate any applicable local, state, national or international law or regulation having the force of law, including but not limited to the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or that would involve proceeds of unlawful activity;

  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • Solicit personal information from anyone under the age of 18;

  • Collect email addresses or other contact information of other users of the Platform, electronically or otherwise, for the purpose of sending unsolicited emails or other unsolicited communications;

  • Advertise or offer for sale or purchase any goods or services unless expressly authorized to do so;

  • Assist or promote criminal activity or enterprise, or provide information about illegal activity, including for the purpose of concealing economic activity, money laundering, or financing terrorism;

  • Obtain or otherwise attempt to obtain access to any materials or information through any means not intentionally made available or provided for through the Platform;

  • Using robots, spiders, search/retrieval applications or other devices to retrieve or index any portion of the Platform or Content posted on the Platform or to collect information about Users for any unauthorized purpose;

  • Create user accounts by automated means or under false or fraudulent pretenses;

  • Access or use the Platform to create a product or service that competes with any of our products or services.

How do I become a creator?

NUERO is an open platform where any user can create, buy and sell tokens. However, Market section is a NUERO curated website where digital artworks are only published by users who have passed the verification process and obtained the Creator status. You can read more about the verification rules here (https://nuero.io/support/verification). NUERO selects artists in the Marketplace at its sole discretion and makes no guarantees or promises that an artist will be approved as a Creator, even if NUERO has made the request.

How does NUERO view intellectual property rights?

Creator Rights

The Creator owns all legal right, title and interest in and to all intellectual property rights underlying the Digital Artwork minted by the Creator on the Platform, including but not limited to copyrights and trademarks. As the copyright owner, the Creator has the right to reproduce, prepare derivative Digital Artwork, distribute and display or perform Digital Artworks.

Creators hereby acknowledge, understand and agrees that the sale of a Digital Artwork on the NUERO constitutes an express representation, warranty and agreement that Creator has not induced another to sell, tokenize or create another cryptographic token that is a digital collectible for the Digital Artwork, except, without limitation, the ability of Creator to sell, tokenize or create a cryptographic token or other digital asset that represents a legal, beneficial or other interest with respect to any of the exclusive rights owned by Creator under the Copyright Law.

Creator hereby acknowledges, understands and agrees that the posting of any Digital Artwork on NUERO constitutes an express and affirmative grant of a non-exclusive, worldwide, assignable, sublicensable, perpetual and royalty-free license to NUERO, its affiliates and successors to make, display, perform, reproduce and distribute copies, whether now known or hereafter discovered, for the general purpose of operating, promoting, sharing, developing, marketing and advertising the Platform, or for any other purpose related to NUERO, including without limitation the express right (i) to display or perform the Digital Artwork on the Platform, a third party platform, social media, blogs, editorials, advertisements, market reports, virtual galleries, museums, virtual environments, editorials or to the public; (ii) create and distribute digital or physical derivatives of the Digital Artwork based on the Digital Artwork; (iii) index the Digital Artwork in electronic databases, indexes, catalogs; and (iv) host, store, distribute, and reproduce one or more copies of the Digital Artwork within a distributed file system, node cluster, or other database (e.g., IPFS) or to cause, instruct or request others to do so.

Creators expressly represent and warrant that their digital artworks listed on NUERO contain only original content that has been authorized for use by the Creator, and that they do not contain any unlicensed or unauthorized copyrighted content, including images, design, audio and video files, images of people, or other non-original content not created by the Creator, not authorized for use by the Creator, not in the public domain, or otherwise, without a valid fair use claim, the Creator further represents and warrants that they have permission to include the non-original content.

Collector Rights

Collectors receive a cryptographic token representing the Creator’s Digital Artwork as a piece of property but do not own the creative work itself. Collectors may display and share the Digital Artwork, but Collectors do not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the Digital Artwork, excepting the limited license to the Digital Artwork granted by these Terms. Upon collecting a Digital Artwork, Collectors receive a limited, worldwide, non-assignable, non-sublicensable, royalty-free license to display the Digital Artwork legally owned and properly obtained by the Collector.

Collector's limited license to display the digital artwork includes, but is not limited to, the right to display the digital artwork privately or publicly: (i) to promote or communicate Collector's purchase, ownership, or interest; (ii) to share, promote, discuss, or comment on the Digital Artwork; (iii) on third-party marketplaces, exchanges, platforms, or applications in connection with an offer to sell or trade the Digital Artwork; and (iv) in distributed virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceptible virtual environments. Collectors have the right to sell, trade, transfer, or use their Digital Artwork, but Collectors may not "commercially exploit" the Digital Artwork.

The Collector agrees that without the express prior written consent of the Creator, he/she'll in no event do or attempt to do any of the following: (i) alter, deface, mutilate, or make any other changes to the Work that would harm the honor or reputation of the Creator; (ii) use the Digital Artwork to advertise, market, or sell any third party products or services; (iii) use the Digital Artwork in connection with any image, video, or other media that depicts hatred, intolerance, violence, cruelty, or anything else that may be considered hate speech or otherwise violates the rights of others; (iv) incorporate the Digital Artwork into films, videos, video games or other forms of media for commercial purposes, except to the limited extent such use is expressly permitted by these Terms or solely for personal, non-commercial use; (v) sell, distribute or otherwise market any goods containing or consisting of the Digital Artwork; (vi) attempt to trademark, copyright or otherwise acquire additional intellectual property rights in the Digital Artwork; (vii) attempt to mint, tokenize, or create an additional cryptographic token representing the Digital Artwork, whether inside or outside the NUERO Platform; (viii) forge, misrepresent, or conceal the authorship of the Digital Artwork; or (ix) otherwise use the Digital Artwork for the commercial benefit of the Collector or any third party.

The Collector irrevocably releases NUERO and its subsidiaries, affiliates, officers and successors in interest from any and all liability for any direct or indirect copyright or trademark infringement arising from NUERO's use of the Digital Artwork in accordance with these Terms.

Platform Content, Software and Trademarks: you acknowledge and agree that the Platform may contain content or functionality ("Platform Content") that's protected by copyrights, patents, trademarks, trade secrets, or other proprietary rights and laws. Except as expressly authorized by NUERO, you agree not to modify, copy, frame, scrap, rent, lease, loan, sell, distribute, or create derivative works based on the Platform or Platform Content, in whole or in part. In connection with your use of the Platform, you may not employ or use any data mining, robots, scraping, or similar data gathering or extraction methods. If You're blocked by NUERO from accessing the Platform (including blocking Your IP address), You agree not to take any action to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Platform or the Platform Content not expressly permitted herein is strictly prohibited. The technology and software underlying or distributed in connection with the Platform are the property of NUERO, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer or reverse assemble, or otherwise attempt to discover, sell, assign, sublicense, or otherwise transfer any rights in the Software. All rights not expressly granted herein are reserved by NUERO.

Other company, product and service names and logos used and displayed on the Platform may be trademarks or service marks of their respective owners, who may endorse or be affiliated with NUERO. Nothing in these Terms of Use or on the Platform shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any NUERO Trademarks displayed on the Platform, except with our prior written permission in each case. Any goodwill arising from the use of the NUERO Trademarks will accrue solely to us.

Third Party Material: NUERO shan't be liable under any circumstances for any third party content or materials (including Users), including, without limitation, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of such content. You acknowledge that NUERO doesn't pre-screen Content, but that NUERO and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that's available via the Platform. Without limiting the foregoing, NUERO and its designees shall have the right to remove any Content that violates these Terms of Use or is otherwise deemed objectionable by the Platform in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Content and the purchase of digital artwork, including any reliance on the accuracy, completeness, or usefulness of such Content.

User Content submitted through the Platform: with respect to any content, digital artwork or other materials that you upload or share with other users or recipients through the Platform (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyright and publicity rights therein. By uploading User Content, you grant NUERO and its affiliates a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual and irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Platform or the promotion, advertising or marketing thereof in any form, media or technology now known or later developed.

Any questions, comments, suggestions, ideas, feedback or other information about the Platform ("Submissions") that you provide to NUERO are non-confidential, and NUERO is free to use and distribute such Submissions on an unrestricted basis for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

NUERO may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of NUERO, its users and the public. You understand that the technical processing and transmission of the Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: NUERO respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify NUERO of your copyright infringement claim in accordance with the procedure described below.

The NUERO will process and investigate notices of alleged infringement and take appropriate action under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws regarding alleged or actual infringement. A notification of alleged copyright infringement should be sent by email to support@nuero.io (subject line: "DMCA Takedown Request").

To be effective, the notification must be in writing and include the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;

  • A description of the copyrighted work or other intellectual property that you claim has been infringed;

  • A description of where the material that you claim is infringing is located on the Platform, with sufficient information to permit us to locate it on the Platform;

  • Your address, telephone number and email address;

  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter-Notification: If you believe that your User Content that has been removed (or to which access has been disabled) is not infringing, or that you have permission from the copyright owner, its agent, or under the law, to upload and use your User Content, you may send a written counter-notice to the Copyright Agent with the following information:

  • Your physical or electronic signature;

  • identification of the content that was removed or to which access was disabled and where the content appeared before it was removed or disabled;

  • a statement that you have a good faith belief that the content was removed or disabled due to mistake or misidentification of the content; and your name, address, telephone number and email address, a statement that you consent to the jurisdiction of the federal court, and a statement that you will accept service of process from the person who notified you of the alleged infringement.

In the event of a counter-notice, NUERO will send a copy of the counter-notice to the original complaining party informing them that they may replace the removed content or unblock it within 10 business days. Unless the copyright owner seeks injunctive relief against the content provider, member or user, the removed content may be replaced or access to it restored within 10 to 14 business days or more of receipt of the counter-notification, at our sole discretion.

Repeated Infringement Policy: in accordance with the DMCA and other applicable laws, NUERO has adopted a policy of terminating users' accounts who are deemed repeat infringers in appropriate circumstances and at NUERO's sole discretion. NUERO may also, at its sole discretion, restrict access to the Platform and/or terminate the membership of Users who infringe intellectual property rights of others, whether or not it is a repeat infringer.

Users agree to cooperate with the NUERO

The Creator expressly agrees to reimburse the Collector and/or NUERO for its entire share of any fees from the sale of any digital artwork removed from the Site as a result of a valid DMCA request to which the Creator did not timely submit a valid DMCA counter-notice. NUERO shall not be liable to any User for removing any allegedly infringing Work from the Platform or for otherwise complying with its legal obligations under the DMCA.

Creators, Collectors, and all Users expressly agree to cooperate with NUERO and to respond in a timely manner to investigations, requests, and inquiries related to DMCA disputes or alleged infringement. Users agree to initiate a "burn" transaction upon NUERO's request for digital artwork that has been permanently removed from the NUERO marketplace pursuant to a valid DMCA takedown notice or that is otherwise determined to be infringing.

What fees does NUERO charge?

Fees. Fees for the initial sale of digital artwork on NUERO are as follows:

  • Creators receive 90% of the total sale price of an initial sale.
  • The NUERO collects 10% of the total sale price of a first sale.
  • You agree that all fees, commissions, and royalties will be transferred, processed, or initiated directly through one or more of the smart contracts on the Ethereum blockchain network.

The fees for a secondary sale of digital artwork on NUERO are as follows:

  • The seller receives 85% of the total sale price of a secondary sale.
  • The original creator receives 10% of the total sale price of a secondary sale.
  • NUERO collects 5% of the total sale price of a Secondary Sale.
  • You agree that all fees, commissions, and royalties will be transmitted, processed, or initiated directly through one or more of the Smart Contracts on the Ethereum blockchain network.

NUERO generally does not charge fees, commissions or royalties for transactions that occur outside of NUERO. User irrevocably releases and forever discharges NUERO and its subsidiaries, affiliates, officers, and successors in interest from any and all liability for any royalties, fines, or fees not received for off-market transactions.

All transactions on NUERO, including but not limited to coining, tokenizing, bidding, listing, offering, buying or confirming, are enabled by smart contracts on the Ethereum Network. The Ethereum Network requires the payment of a transaction fee (a "Gas Fee") for each transaction that occurs on the Ethereum Network, and therefore for each transaction that occurs on NUERO. The value of the Gas Fee changes, often unpredictably, and is entirely outside of NUERO's control. User acknowledges that under no circumstances shall any contract, agreement, offer, sale, bid or other transaction on NUERO be invalid, voidable, revocable or otherwise unenforceable because the Gas Fee for that transaction was unknown, excessive or otherwise unacceptable.

Taxes. User shall be responsible for payment of all sales, use, value-added and other taxes, duties and assessments now or hereafter imposed by any governmental authority "in connection with your use of NUERO" (including, without limitation, any taxes due by reason of your ownership, transfer, purchase, sale or creation of artwork).

Beta Platforms. Certain features of NUERO may still be offered in beta ("Beta Platforms"). NUERO will use its best efforts to identify Beta Platforms by marking them on its Platform. By accepting these Terms or using the Beta Platforms, you acknowledge that the Beta Platforms are provided as a "Beta" version and that they are provided "as is" or "as available." The Beta Platforms may contain bugs, errors and other issues. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE BETA PLATFORMS, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, we have no obligation to provide maintenance, technical or other support for the Beta Platforms.

What about my privacy?

Our privacy policy is a part of these Terms. Please review the NUERO Privacy Policy, which also governs the Platform and informs Users of our data collection practices.

Other Legal Terms

Indemnification and Release: You agree to indemnify, defend and hold harmless NUERO and its affiliates and their officers, employees, directors and agents (collectively, "Indemnitees") from and against any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injuries (including deaths) arising out of or related to your use of the Platform, any User Content, your connection to the Platform, your violation of these Terms of Use or your violation of any rights of a third party. Notwithstanding the foregoing, you shall not be obligated to indemnify or hold harmless any Indemnitee from any liability, loss, damage or expense resulting from any act or omission of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor or indemnifying party does not know or suspect to exist in his or her favor at the time the release is executed and which, if known to him or her, would have materially affected his or her settlement with the debtor or indemnified party." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties: transactions on the Platform, including but not limited to primary sales, secondary market sales, listings, offers, bids, acceptances and other operations, utilize experimental smart contracts and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky, and may be subject to bugs, malfunctions, timing errors, hacking, and theft or changes to the Ethereum blockchain protocol rules (i.e., "forks"), which may adversely affect the Smart Contracts and expose you to the risk of total loss, forfeiture of your digital currency or digital art, or missed opportunity to buy or sell digital art. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NUERO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NUERO MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.

Limitation of Liability: YOU EXPRESSLY UNDERSTAND AND AGREE THAT NUERO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, LOSS IN VALUE OF ANY DIGITAL ARTWORK, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NUERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PLATFORMS RESULTING FROM ANY DIGITAL ARTWORK, GOODS, DATA, INFORMATION OR PLATFORMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL NUERO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID NUERO IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS OF PLATFORM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Here are our cancelation rights.

You agree that NUERO may, in its sole discretion, suspend or terminate your account (or any part thereof) or use of the Platform, and remove and discard any Content within the Platform, for any reason, including, without limitation, for lack of use or if NUERO believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspicion of fraudulent, abusive or illegal activity that may be grounds for termination of Your use of the Platform may be referred to the relevant law enforcement authorities. NUERO may also, in its sole discretion and at any time, discontinue providing the Platform or any part thereof with or without notice. You agree that termination of your access to the Platform pursuant to any provision of these Terms of Use may occur without prior notice and acknowledge that NUERO may immediately deactivate or delete your account and all related information and files in your account and/or block further access to such files or the Platform. You further agree that NUERO shall not be liable to you or any third party for any termination of your access to the Platform.

We do not get involved with User disputes

You agree that you are solely responsible for your interactions with any other Users in connection with the Platform and NUERO will have no liability or responsibility with respect thereto. NUERO reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

General Legal Terms

These Terms of Use constitute the entire agreement between You and NUERO and govern Your use of the Platform, superseding any prior agreements between You and NUERO with respect to the Platform. Additional terms and conditions may apply to your use of partner or third-party services, third-party content, or third-party software. These Terms of Use shall be governed by the laws of the State of California, excluding its conflict of law provisions. With respect to any dispute or claim not subject to arbitration, you and NUERO agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California. NUERO's failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found to be invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as expressed in the provision, and that the remaining provisions of these Terms of Use shall remain in full force and effect. You agree that, notwithstanding any provision of law to the contrary, any claim or cause of action arising out of or related to your use of the Platform or these Terms of Use must be filed within one (1) year after the claim or cause of action arose or be forever barred. A printed version of this Agreement and any communications in electronic form shall be admissible in judicial or governmental proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally prepared and maintained in printed form. You may not assign these Terms of Use without NUERO's prior written consent, but NUERO may assign or transfer these Terms of Use in whole or in part without restriction. The section headings in these Terms of Use are for convenience only and have no legal or contractual effect. Notices to you may be given either by email or regular mail. The Platform may also notify you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Platform.

Your Privacy

At NUERO, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Platform, you consent to the collection and use of personal data as described therein.