TERMS OF SERVICE
Last updated: June 22, 2026
These TERMS OF SERVICE (these “Terms”) are agreed to between Kneez, Inc. dba Neez (collectively, “Neez,” “us,” “we,” or “our”) and you, or if you represent an entity or other organization, that entity or organization (in either case “you” or “your”). Neez offers an online, AI-enabled digital coaching platform focused on joint health that provides personalized exercise guidance and content for individuals experiencing joint pain (the “Platform”). Neez makes the Platform available through Neez’s website located at https://neez.app/ (together with any other websites or online platforms we operate that link to or reference these Terms, collectively, the “Site”) and our mobile app (the “App,” which for purposes of these Terms, the Site and App are part of the Platform). The Platform provides individual end users (“Users”) with the ability to access information, data, and content (“Content”), and related services, functionality, email communications, features, and resources described on the Platform (collectively, the “Services”). NO EMERGENCY USE. The Platform and Services are not designed for use in emergencies. If you believe you are experiencing a medical emergency, call 911 (or your local emergency number) immediately. These Terms include the terms and conditions below relating to the Platform and govern your use of and access to the Platform, Content and Services. You are responsible for compliance with these Terms. If you download our App from the Apple App Store or Google Play Store, you also agree to their respective terms of service. Neither Apple nor Google is responsible for our App or its content, maintenance, or support. To the extent required by the respective app stores’ applicable terms: (i) you are granted a limited, non-transferable license to use our App on devices you own or control; (ii) Apple, Google, and their subsidiaries are third-party beneficiaries of these Terms and may enforce it against you; and (iii) Neez, not Apple or Google, is responsible for handling any product claims, warranty issues, or intellectual property disputes related to our App. PLEASE CAREFULLY READ THESE TERMS. BY ACCESSING OR USING THE PLATFORM, CONTENT OR SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, NEEZ IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, CONTENT OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM, CONTENT OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, CONTENT OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THESE TERMS. WITH LIMITED EXCEPTIONS, ALL DISPUTES BETWEEN YOU AND US REGARDING THESE TERMS ARE SUBJECT TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN JURY TRIALS, INCLUDING CLASS ACTION LAWSUITS, IN COURTS AND ONLY SPECIFIC REMEDIES ARE AVAILABLE TO YOU. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. PLEASE READ THE ARBITRATION AGREEMENT AT SECTION 16 AS IT AFFECTS YOUR RIGHTS UNDER THESE TERMS.
1. DEFINITIONS.
Capitalized terms used in these Terms have the definitions given in these Terms or, if not defined in these Terms, have their plain English meaning as commonly interpreted in the United States.
2. TERM.
These Terms are entered into as of the earlier of the date you first access or use the Platform, Content or Services (the “Effective Date”) and will continue until terminated as set forth herein.
3. MODIFICATIONS.
Neez reserves the right, at any time, to modify the Platform, Content, Services or these Terms, whether by making those modifications available on the Platform or by providing notice to you as specified in these Terms. Any modifications will be effective twenty-four (24) hours following posting on the Platform or delivery of such other notice. You may cease using the Platform, Content or Services or terminate these Terms at any time if you do not agree to any modification. However, you will be deemed to have agreed to any and all modifications through your continued use of the Platform, Content or Services following such notice.
4. USE OF THE SERVICES.
The Platform and Services, and the information and Content available on them, are protected by applicable intellectual property laws. Unless subject to a separate license between you and Neez, your right to use any and all Services is subject to these Terms.
4.1 Eligibility. The Platform, Content, and Services are not intended for individuals under the age of 18 or who do not meet any of the other qualifications included in these Terms. If you are under age 18, or do not meet any other User qualifications in these Terms, please do not attempt to access or use the Platform. By creating an Account (as defined below) or using the Services, you represent and warrant that you are: (a) at least 18 years old; (b) not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (c) not listed on any U.S. Government list of prohibited or restricted parties.
4.2 AI Disclaimer. You acknowledge that certain features of the Platform and Services may use or be supported by artificial intelligence or machine-learning systems, including third-party services (“AI Services”). Content, suggestions, or other outputs generated through the Platform and Services (collectively, “Outputs”) are based on information you provide (your “Inputs”) and may also be generated using AI Services and other sources. Outputs are provided for informational and self-improvement purposes only and may be inaccurate, incomplete, misleading, or not appropriate for your circumstances. Do not rely on Outputs as professional advice (including medical advice), and do not use the Services or Platform for emergency purposes. Outputs are provided “as is” and “as available” and with “all faults”. To the maximum extent permitted by law, Neez makes no representations and disclaims all warranties of any kind or nature, and no terms or conditions of any kind are given, whether express, implied, statutory or otherwise with respect to any Outputs, including, without limitation, any representations, warranties, terms or conditions of accuracy, completeness, truthfulness, timeliness, suitability, satisfactory quality, or fitness for purpose. You are solely responsible for (a) your Inputs, including ensuring you have all rights and permissions necessary to provide Inputs, and (b) your use of any Outputs, including deciding whether to seek advice from a qualified professional before acting on any Output. Furthermore, Neez does not control AI Services and does not make any representations or warranties regarding AI Services and will have no liability for any AI Services, including, without limitation, the unavailability of any AI Services, or any third-party provider’s decision to modify, discontinue, suspend or terminate any AI Services. You understand that additional license requirements may apply to certain AI Services and will be included in information for such AI Services as part of your use of the Services and that you must review and comply with such requirements for the AI Services used. Without limiting the foregoing, to the extent an AI Service’s terms, guidelines, or policies apply to your use of that AI Service through the Platform or Services, you agree to comply with them.
4.3 Prohibited Conduct. In addition to any other prohibitions set forth elsewhere in these Terms, in connection with your access to and use of the Services, you will not, and will not attempt to, and will not permit or encourage any third party to: (a) access or use the Services to develop, train, validate, or provide a competing product or service, or to benchmark the Services for competitive purposes (except as permitted by applicable law); (b) use (or allow others to use) any Outputs, content, information, or data from the Services to develop, train, fine-tune, evaluate, or improve any machine-learning or AI system, model, or dataset, except as expressly permitted by Neez in writing; (c) use the Services to harass, threaten, stalk, or harm others; to generate, request, or promote unlawful or harmful conduct; or to encourage or facilitate self-harm, suicide, or violence; (d) impersonate any person or entity, including Neez personnel, or misrepresent your affiliation with any person or entity, including by falsely claiming that any Outputs were produced by a human professional or licensed clinician. Any violation of this Section is a material breach of these Terms and may result in immediate suspension or termination of your access to the Services, in addition to any other remedies available to Neez.
4.4 No Medical Advice.
(a) NEEZ IS NOT A PHYSICAL THERAPIST, PHYSICIAN, OR OTHER LICENSED HEALTH CARE PROFESSIONAL, AND NEEZ IS NOT A MEDICAL PROVIDER. NEITHER NEEZ NOR ANY OF THE SERVICES PROVIDES MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. FOR ADDITIONAL IMPORTANT LIMITATIONS REGARDING AI-GENERATED CONTENT, SEE THE “AI DISCLAIMER” SUBSECTION ABOVE. THE SERVICES ARE PROVIDED FOR GENERAL INFORMATIONAL, EDUCATIONAL, WELLNESS, FITNESS, AND INJURY-PREVENTION PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. NEEZ MAKES NO GUARANTEES REGARDING OUTCOMES, PAIN REDUCTION, INJURY PREVENTION, PERFORMANCE, OR RESULTS. INDIVIDUAL RESULTS MAY VARY. IF YOU HAVE KNEE PAIN, A PHYSICAL INJURY, A MEDICAL CONDITION, OR NEED MEDICAL ADVICE REGARDING ANY EXERCISE, MOVEMENT, OR OTHER CONTENT MADE AVAILABLE THROUGH THE SERVICES, YOU SHOULD CONSULT A QUALIFIED PHYSICIAN, PHYSICAL THERAPIST, OR OTHER LICENSED HEALTH CARE PROFESSIONAL.
(B) NO PHYSICAL THERAPIST-PATIENT, DOCTOR-PATIENT, OR OTHER PROFESSIONAL OR SPECIAL RELATIONSHIP IS CREATED THROUGH YOUR USE OF THE SERVICES. ANY COMMUNICATIONS BETWEEN YOU AND NEEZ, AND ANY INFORMATION YOU PROVIDE TO NEEZ, ARE HANDLED IN ACCORDANCE WITH OUR PRIVACY POLICY BUT ARE NOT PROTECTED BY ANY MEDICAL OR THERAPEUTIC CONFIDENTIALITY PRIVILEGE.
(C) IF YOU ARE SEEKING MEDICAL ADVICE, DIAGNOSIS, TREATMENT, REHABILITATION GUIDANCE, OR CLINICAL RECOMMENDATIONS, YOU MUST NOT RELY ON THE SERVICES FOR THOSE PURPOSES, AND ANY USE OF THE SERVICES IS AT YOUR OWN RISK.
(d) IF ANY EXERCISE, MOVEMENT, OR RECOMMENDATION CAUSES PAIN, DISCOMFORT, OR WORSENING SYMPTOMS, YOU SHOULD STOP IMMEDIATELY AND CONSULT A QUALIFIED MEDICAL PROFESSIONAL.
5. ACCOUNTS AND REGISTRATION.
5.1 Account Creation. Before accessing the Platform, Content and Services, you are required to establish an account on the Platform (an “Account”). Approval of your request to establish an Account will be at the sole discretion of Neez. Each Account and the User identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for the respective User’s personal use and each respective Account ID may be used only by such User alone; thus, your Account is for your personal Use (as defined below) only and each Account ID of yours may be used only by you alone. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all Use of the Platform, Content and Services through your Account. You will ensure the security and confidentiality of your Account ID and will notify Neez immediately if your Account ID is lost, stolen, or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the Use of your Account or under your Account ID (whether lawful or unlawful) and any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you.
5.2 Account Registration. In connection with establishing an Account, you will be asked to submit certain information about yourself (“Registration Information”), including your name, email or phone number (which may be subject to two-step authentication), and password. You may also be required to provide additional information such as your state and country of residence as required for compliance with applicable laws. You represent and warrant that: (a) all Registration Information you provide will be accurate, complete, and current; and (b) you will maintain and promptly update your Registration Information to keep it accurate, complete, and current. You may not: (i) use or input Registration Information of another person with the intent to impersonate that person; and (ii) use or input Registration Information that Neez, in its sole discretion, deems offensive.
6. ACCESS.
6.1 To the Platform. Subject to your compliance with these Terms, Neez will permit you to access and use the Platform solely for lawful purposes and only in accordance with the terms of these Terms. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Platform and each Site, in each case as necessary to meet your operational and business requirements based on your particular circumstances. When you download the App and use the Services, you may grant certain permissions to us for your device and/or account. Most mobile device platforms provide additional information regarding these permissions and how, if possible, to change your permission settings. By downloading, installing, or using the App, you agree to receive automatic software updates (as applicable).
6.2 To Content. You will be provided with access to a variety of Content through the Platform, including, text, audio/voice, video, photographs, illustrations, graphics, and other data, information, and media. Unless otherwise noted on the Platform, all Content available through the Platform (“Platform Content”) is owned by Neez and/or Neez’s other third party providers. All Platform Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for your use of any Platform Content. Subject to your compliance with these Terms, you may access the Platform Content solely for your own personal and noncommercial purposes in connection with your use of the Platform. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Certain Content may include or be based on data, information or content from other Users and other third party Content providers (“Third Party Content”). Neez has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content provided through the Platform, including, without limitation, any Third Party Content. Without limiting the foregoing, Neez will not be held liable to you or any other third party for any Third Party Content or other Content, including your Content under a Federal Law the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in these Terms, you are granted no licenses or rights in or to any Third Party Content or other Content, or any IPR (as defined below) therein or related thereto. If you would like to use the Third Party Content or any other Content in a manner not permitted by these Terms, please contact Neez.
6.3 To Third Party Services and Advertising. The Platform may provide you with the choice, or you may otherwise be required, to access services, features, advertisements, or platforms developed, provided, or maintained by other third-party service providers and promotions or advertisements for third parties (collectively, “Third Party Services”). We do not provide, own, or control any of the products or services that you can access through such Third Party Services, and they are not under our control and we are not responsible for any Third Party Services. We provide these Third-Party Services only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. When you use Third-Party Services, you do so at your own risk. By providing your contact information in connection with any Third-Party Services, you understand and expressly consent to be contacted by these third parties using the contact information you provide. In addition to the terms hereof, your access to and use of any Third Party Services is also subject to any other agreement you may agree to before being given access to the Third Party Services (each, a “Third Party Service Terms”). The terms of any Third Party Service Agreement (which may include payment of fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms hereof but will not apply to any other Services you may access through Neez. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Services and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7. YOUR CONTENT.
You are solely responsible for all data, information, and other Content (such as text, audio, video, photographs, illustrations, graphics, and other media), including your Inputs, that you may provide or generate through your use of the Platform and Services, including, without limitation, your Registration Information (collectively, “Your Content”). As between you and Neez, you retain ownership of Your Content. However, subject to any limitations included in the Privacy Policy, you grant Neez a nonexclusive, royalty-free (unless otherwise agreed), perpetual, irrevocable, and fully sublicensable (including, without limitation, to Users, the purchaser of the Platform, and other third parties) right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display (“Use”) Your Content for purposes of providing the Platform and Services to you, and for Use in making enhancements and improvements to the Platform and Services. You represent and warrant that none of Your Content or the Use of Your Content by Neez or any other party: (a) violates these Terms or any requirements under applicable laws;
(b) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitutes an infringement, misappropriation or violation of the IPR or other rights of any third party; (d) is illegal in any way or advocates illegal activity; (e) is an advertisement or solicitation of funds, goods, or services; (f) is false, misleading, or inaccurate; or (g) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. Neez is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store, restore or back-up any of Your Content. You agree that you have all right, title, interest and consent in Your Content necessary to allow Neez to Use Your Content as set forth in the rights and licenses you grant to Neez under these Terms.
8. TERMINATION.
8.1 Termination by User. If you would like to terminate the Services provided by Neez, you may do so by (a) notifying Neez at any time or (b) closing your Account for all of the Services that you use. Your notice should be sent via email to support@neez.app.
8.2 Termination by Neez. If you have materially breached any provision of these Terms, if Neez is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful), or for any reason or no reason, Neez has the right to, immediately and without notice, suspend or terminate any Services provided to you, or otherwise modify, suspend, change, or discontinue the Platform or Services. You agree that all terminations or modifications shall be made in Neez’s sole discretion and that Neez shall not be liable to you or any third party for any termination of your Account.
8.3 Effect of Termination. Upon termination or expiration of these Terms (and the Services) for any reason: (a) all rights granted to you under these Terms will terminate; (b) you will immediately cease all use of and access to the Platform and all Content and Services (including, without limitation, all Content you obtained prior to termination); and (c) Neez may, in its sole discretion, delete your Account and any of Your Content held by Neez at any time. Neez will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.
8.4 Survival. The provisions of these Terms will survive any expiration or termination of these Terms or your access to all or part of the Platform or Services.
9. SUSPENSION.
Without limiting Neez’s right to terminate these Terms, Neez may also suspend your access to your Account and the Platform, Content, or Services (including your Content), with or without notice to you, upon any actual, threatened, or suspected breach of these Terms or applicable law or upon any other conduct deemed by Neez to be inappropriate or detrimental to the Platform, Services, Neez, or any other Neez User or customer. In addition, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, or injunctive redress.
10. PLATFORM TECHNOLOGY.
10.1 The Platform, and the databases, software, hardware and other technology used by or on behalf of Neez to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Neez. You will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in these Terms; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, create derivative works of the Technology;
(e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere with the operation or hosting of the Technology or (j) (re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)), and/or data used to train or create those models, which are part of any AI Services (including as part of any so called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar).
10.2 Any future release, update or other addition to the Technology or Services shall be subject to these Terms. Neez, its suppliers and service providers reserve all rights not granted in these Terms. Any unauthorized use of the Services terminates the licenses and use rights granted by Neez pursuant to these Terms.
11. OWNERSHIP; IMPROVEMENTS AND FEEDBACK.
11.1 Ownership. Neez retains all right, title and interest, including, without limitation, all IPR, in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Platform, Content, and Services under these Terms. The Neez name, logo and all product and service names associated with the Platform, Content and Services are trademarks of Neez and its licensors and providers and you are granted no right or license to use them. For purposes of these Terms, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
11.2 Improvements and Feedback. You shall, and hereby do, assign to Neez your entire right, title, and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Platform which you may propose or make at any time (“Improvements”). You shall, and hereby do, assign to Neez your entire right, title, and interest in any feedback you provide to Neez regarding the Platform, including but not limited to its usability, bug reports, and testing results (collectively, “Feedback”). Neez may Use and otherwise exploit the Feedback and Improvements as it wishes with no compensation to you. In the event that any of your rights with respect to any Improvement or Feedback are not fully assignable or otherwise transferable to Neez for any reason whatsoever, you shall, and hereby do, grant to Neez an exclusive, irrevocable, perpetual, royalty-free, fully paid-up, worldwide license in and to all of your rights with respect to such Improvement or Feedback and all IPR therein. You shall notify Neez of any Improvement within a reasonable time after its development and provide Neez with access to all information concerning such Improvement as Neez shall reasonably request.
12. NO WARRANTIES; DISCLAIMER. THE PLATFORM, CONTENT AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEEZ AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR OTHER DATA OR INFORMATION PROVIDED THROUGH THE PLATFORM. NEEZ AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, CONTENT, SERVICES, AND OTHER SUBJECT MATTER OF THESE TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEEZ, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
13. INDEMNITY.
You hereby agree to indemnify, defend, and hold harmless Neez and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (a) your access to or use of the Platform, Content, or Services; (b) Your Content (including, without limitation, Inputs) or other data, information, or Content that you access or provide through the Platform; and (c) your breach of any representation, warranty, or other provision of these Terms. Neez will provide you with notice of any such claim or allegation, and Neez will have the right to participate in the defense of any such claim at its expense.
14. LIMITATION ON LIABILITY.
IN NO EVENT SHALL NEEZ, OUR EMPLOYEES, OWNERS, PARENT, SUBSIDIARIES, AFFILIATES, AGENTS AND LICENSORS, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, CONTENT (INCLUDING WITHOUT LIMITATION PLATFORM CONTENT AND THIRD PARTY CONTENT) OR SERVICES, EVEN IF NEEZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. NEEZ’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100. YOU AGREE THAT NEEZ WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, NEEZ’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15. DATA PRIVACY.
Neez’s privacy policy is located at http://neez.app/legal/privacy-policy (“Privacy Policy”). Please review the Privacy Policy to learn about what personal information Neez may collect, how it may be used, and with whom it may be shared.
16. ARBITRATION AGREEMENT.
Please read this Section (the “Arbitration Agreement”) carefully. It is part of your contract with Neez and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
16.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Neez agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or these Terms and prior versions of these Terms, including claims and disputes that arose between you and us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Neez may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Neez may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.
16.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Neez. If that occurs, Neez is committed to working with you to reach a reasonable resolution. You and Neez agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Neez therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Neez that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@neez.app or regular mail to our offices located at 734 Gilman St, Berkeley, CA 94710, United States. The Notice must include: (a) your name, telephone number, mailing address, e-mail address associated with your Account (if you have one); (b) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (c) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section.
16.3 Waiver of Jury Trial. YOU AND NEEZ HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Neez are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
16.4 Waiver of Class and Other Non-Individualized Relief. YOU AND NEEZ AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 16.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 16.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Neez agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This Section does not prevent you or Neez from participating in a class-wide settlement of claims.
16.5 Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Neez agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (a) the name, telephone number, mailing address, e-mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and Neez otherwise agree, or the Batch Arbitration process discussed in Section 16.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules. You and Neez agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
16.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 16.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
16.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 16.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 16.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 16.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in Section 16.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 16.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
16.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Neez need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
16.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Neez agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Neez by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Neez. You and Neez agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
16.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 734 Gilman St, Berkeley, CA 94710, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
16.11 Invalidity, Expiration. Except as provided in Section 16.4 (Waiver of Class and Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Neez as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
16.12 Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Neez makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Neez at 734 Gilman St, Berkeley, CA 94710, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Neez will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
17. INTERNATIONAL USERS.
The Platform and Services are controlled and offered by us from the United States and are intended only for use by residents of the United States. We are headquartered in the United States. If the Services can be accessed from outside of the United States and contain references to Services that are not available in your country or jurisdiction, such references do not imply that we intend to announce or provide such Services in your country or jurisdiction. We make no representations that the Platform or Services are appropriate or available for use in other locations. Those who access or use the Platform or Services from outside of the United States do so at their own volition and are responsible for compliance with local law.
18. GOVERNING LAW AND VENUE.
The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware, U.S.A., without regard to the conflict of laws provisions thereof. Subject to Section 16 (Arbitration Agreement), each party will bring any action or proceeding arising from or relating to these Terms exclusively in a federal or state court in San Francisco County, California, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Neez.
19. NOTICES.
Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to Neez by postal mail to the address listed at the end of these Terms. Neez may provide you with any notices required or allowed under these Terms by sending you an email to any email address you provide to Neez in connection with your Account, provided that in the case of any notice applicable both to you and other Users of the Platform, Neez may instead provide such notice by posting on the Platform or through the Services. Notices provided to Neez will be deemed given when actually received by Neez. Notice provided to you will be deemed given twenty-four (24) hours after posting to the Platform or Services or sending via e-mail. If the last email address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, our dispatch of the email containing such notice will nonetheless constitute effective notice.
20. GENERAL PROVISIONS.
Unless otherwise amended as provided herein, these Terms will exclusively govern your access to and use of the Platform, Content and Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the Platform, Content and Services. All waivers by Neez under these Terms must be in writing or later acknowledged by Neez in writing. Any waiver or failure by Neez to enforce any provision of these Terms on one occasion will not be deemed a waiver by Neez of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unlawful, void or for any reason unenforceable, that provision will be removed to the extent necessary to comply with the law, and the remaining provisions will remain in full force. Neither these Terms nor any rights or obligations of you hereunder may be assigned or transferred by you without the prior written approval of Neez. Any assignment in violation of the foregoing will be null and void. Neez may assign these Terms to any party that assumes Neez’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” Terms used in these Terms have the definitions given in these Terms or, if not defined in these Terms, have their plain English meaning as commonly interpreted in the United States of America.
21. QUESTIONS, COMPLAINTS, CLAIMS.
If you have any questions, complaints, or claims with respect to the Platform or Services, please contact us using one of the methods below. For questions regarding data privacy or our Privacy Policy, please contact us at privacy@neez.app. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. Kneez, Inc. dba Neez Attn: Support 734 Gilman St, Berkeley, CA 94710 Email: support@neez.app