Terms of Use

Last Updated: Oct 1, 2022

Agreement to Terms

Neuflect is a video platform offered to movement professionals like personal trainers, physical therapists, yoga and pilates instructors, coaches and massage and chiropractic services providers (“Providers”), to deliver 1:1 real time sessions, record and assign exercises, share proper form to enhance the wellness experience Providers offer to their clients.  

These Terms of Use (“Terms”) is a legal agreement between you and you and Neuflect, Inc. (“Neuflect,” “we,” “us,” or “our”) that governs your use of Neuflect’s Website (www.neuflect.com), our FRB1 mobile app (the “App”) and purchase of products from Neuflect (the Website, App and any purchase collectively referred to as the “Services”). Whether you are using our Services, either through making a purchase, downloading the App, purchasing a subscription to our service, or accessing our Website, you accept and agree to be bound by these Terms.  If you are a Provider and make a purchase or download the App on behalf of an organization or company, you represent you have the legal authority to bind that company to these Terms.  By making a purchase, using this Website or by downloading the App, you represent: (A) you agree to these Terms, (B) are at least 18 years of age or the legal age to form a binding contract with Neuflect for yourself or on behalf of your organization or company, (C) if you intend to allow use of the Services by anyone under age 13, you have legal authority to consent to our use of their personal information in accordance with our Privacy Policy, and (D) are not prohibited, by applicable law, from accessing or using the Services.

Any changes to the Terms will be in effect as of the “Last Updated Date” referenced above.  You should review these Terms prior to downloading the App, making a purchase of any product or service available through the Website or App, or using our Website.  Your continued use of the Services after the “Last Updated Date” will be considered your agreement to the revised Terms. If you do not agree to these Terms, please do not use the Services. 

You should also carefully review our Privacy Notice, which is available at Neuflect.com/privacy, before using our Services. 

Arbitration Notice

Unless you opt out of arbitration within 30 days of the date you first agree to these terms by following the opt-out procedure specified in the “Arbitration Agreement and Class Action Waiver” section below, you agree that most disputes between you and Neuflect will be resolved by binding, individual arbitration, and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

No Medical Advice

While our Services are intended to support the delivery of movement and health-related services by Providers to their clients, Neuflect’s App is only a software platform and Neuflect does not provide medical advice, diagnosis, or treatment. Although our Website or App may provide information and other content (including information that may be linked to third-party sites), this content is provided only for informational purposes. To be clear, nothing contained on the Website or App is intended to be a medical diagnosis or treatment plan provided by Neuflect.  While we facilitate the ability for Providers to share a diagnosis or treatment plan with clients, Neuflect is not responsible for, nor will we accept any liability for any medical advice delivered by a Provider. 

Changes to the Terms of Use

Like our Services, our business continues to grow and evolve. Accordingly, we have the right to change the Terms of Use at any time. If we change the Terms of Use, we’ll let you know either by posting the modified Terms of Use on our Website, or by communicating with you directly by email or through the App. Your continued use of the Services will be considered your acceptance to the revised Terms of Use. 

Because we constantly improve the Services, we may change or discontinue any part of the Services, at any time and without notice. 

Registering for an Account

You must be at least 16 years old to create an account on the App. 

Please provide accurate and complete information when creating your account and ensure this information is kept up to date for the period of time you use the App. You are responsible for all activities that occur under your account, whether or not you know about them.

Intellectual Property

All materials included on the Website or App, such as product images and information, videos, graphics, articles and reports, and the software powering the Website and App (“Materials”), are the property of Neuflect or its licensors. The Materials are protected by copyright, trademark and other intellectual property laws. 

Neuflect and other trademarks and logos that we use are trademarks of Neuflect, Inc. Any third-party trademarks that appear on the Website or App are the property of their respective owners. You may not use any of these trademarks without express written permission from Neuflect or their owners.

Limited License

So long as you comply with these Terms, you may access the Website, use the App and view the Materials for non-commercial purposes. You may download and print a reasonable number of the Materials for your personal use only. You may not use, download, print, copy, distribute, or modify Materials for any other purpose. 

License Restrictions

Your right to use the Website and App is conditioned on compliance with these Terms and applicable laws. You may not (and you may not permit anyone else to): 

  • Use any manual process or robot, spider, scraper, or other automated means to collect information from the Website or App, or from other Website or App users;

  • Use the Materials or other data or information from the Website or App for commercial purposes; 

  • Mirror any Materials or any Neuflect server or use framing techniques to enclose the Website or App, or any part of the Website or App; 

  • Circumvent any of the technical limitations of the Website or App;

  • Interfere with or prevent access to the Website or App by other users, or impose an unreasonable service request or usage load on our infrastructure; 

  • Change or remove any copyright, trademark, or other proprietary notices on the Materials, Website or App;

  • Impersonate any person or entity, misrepresent yourself or your entity, or attempt to use another user’s account without the user’s permission;

  • Use any metatags or any other hidden text incorporating Neuflect’s name or trademarks in any online site or posting;

  • Solicit, trace or otherwise collect any information from users or visitors of the Website;

  • Use the Website or App for commercial activities such as contests or advertising; or

  • Create a database by downloading and storing the Materials.

User Feedback and Other Data

Your feedback and use of our Services are important to us. With respect to any content you submit or make available to Neuflect (through the Services and/or through social media channels), such as your biography, comments, reviews, pictures, videos and other content (“User Content”), you grant to Neuflect a non-exclusive, perpetual, worldwide, royalty-free, transferable license to use, copy, distribute, publicly display, modify, create derivative works, commercialize and sublicense User Content for any legal purpose. 

In the event that you submit or post any creative suggestions, proposals, or ideas about our Services (“Feedback”), you agree that Feedback will be treated as non-confidential and you assign all intellectual property rights in Feedback to Neuflect. 

You promise that your User Content and Feedback does not and will not violate these Terms or the rights of any third party, including intellectual property and privacy rights. 

Copyright Takedown Policy

Neuflect respects intellectual property rights. If you believe your copyrighted work has been copied or posted on or through the Website or App in a way that constitutes copyright infringement, then please contact us at legal@neuflect.com and provide the following information:

  • A description of the copyrighted work that you believe has been infringed;

  • A description of what the allegedly infringing work is;

  • A description of the location where the allegedly infringing work is located on the Website or App;

  • An address and telephone number where you can be contacted, including an email address if possible;

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

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; and

  • A statement, made under penalty of perjury, that the above information in the notice is accurate and that the signatory is the copyright owner or is authorized to act on behalf of the copyright owner.

Consult your legal advisor before filing an infringement notice because there can be penalties for false claims under the Digital Millennium Copyright Act.

Communications

By providing your contact information, you agree to receive certain electronic communications from us. You agree that any notice, agreement, disclosure or other communication that we send you electronically will satisfy any legal notice requirements, including that such communications be in writing. All calls, emails and other communications between you and Neuflect, Inc. may be recorded. 

Termination; Cooperation with Law Enforcement

If we believe you have violated these Terms of Use or any applicable law, we may terminate your account, block access to or use of the Website, and investigate and suspected violations of these Terms of Use. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. 

Warranty Disclaimer

THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND. YOU USE THE SERVICES AT YOUR OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO YOUR USE OF THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE ON A CONTINUOUS BASIS, PROMPT, SECURE, OR ERROR-FREE. 

YOU UNDERSTAND AND AGREE THAT WE DO NOT OFFER MEDICAL ADVICE OR DIAGNOSES OR ENGAGE IN THE PRACTICE OF MEDICINE. THE SERVICES, INCLUDING ANY CONTENT ON OUR WEBSITE, ARE NOT INTENDED TO BE, AND DO NOT CONSTITUTE, A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT AND ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY TREATMENT PLANS, DIAGNOSIS OR HEALTHCARE RELATED DECISIONS OR OFFERINGS MADE BY YOU AS A PROVIDER OR TO YOU BY YOUR PROVIDER BASED WITHIN THE SERVICES, WHETHER SUCH INFORMATION IS ACCURATE OR INACCURATE. 

Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEUFLECT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICES PROVIDERS AND LICENSORS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER BASED ON UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER LEGAL THEORY. 

IN NO EVENT WILL NEUFLECT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR MATERIALS EXCEED $100.

The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Neuflect and you. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Indemnity

You agree to defend and indemnify Neuflect, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services.

Arbitration Agreement and Class Action Waiver

Subject to the exceptions described below, all disputes arising out of or related to these Terms of Use or any aspect of your relationship with Neuflect, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a single arbitrator a panel of three arbitrators instead of in a court by a judge or jury. Arbitration procedures are simpler and more limited than rules applicable in court. 

Arbitration is mandatory for the claims covered under this arbitration agreement. You agree that Neuflect, Inc. and you are each waiving the right to trial by a jury, and that any arbitration will take place on an individual basis. You hereby waive the ability to participate in a class action. The parties agree that the arbitrator or arbitration panel will have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this arbitration agreement. 

You and Neuflect, Inc. each retain the right to: (i) bring an individual action in small claims court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party’s trade secrets or intellectual property rights.

You will also have the right to litigate any other dispute that would otherwise be subject to this arbitration agreement if you opt out of the arbitration agreement by sending an email to legal@neuflect.com or a letter to 2545 NE 48th Ave., Portland, OR 97213 within 30 days after the date you first agree to these Terms of Use. If you don’t provide Neuflect, Inc. with a timely opt-out notice, this arbitration agreement applies. 

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (currently available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879). The arbitrator or arbitration panel will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator or arbitration panel determines that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties. If the parties are unable to agree on a location, the arbitrator or arbitration panel will determine the location. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Neuflect, Inc. will contribute to your filing and hearing fees as the arbitrator or arbitration panel deems necessary to prevent the arbitration from being cost-prohibitive. The arbitrator or arbitration panel decision will follow the terms of this Agreement (including the Limitation of Liability provision) and will be final and binding. The arbitrator or arbitration panel will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator or arbitration panel. The award rendered by the arbitrator or arbitration panel may be confirmed and enforced in any court having jurisdiction.

Miscellaneous

  • Survival. The terms that by their nature may survive termination shall remain in effect and survive the termination of these Terms of Use, including without limitation, Content Submitted, Ownership, Indemnity, Warranty Disclaimer, Limitation of Liabilities and Damages and Miscellaneous.

  • Assignment. These Terms of Use are personal to you, the user. You may not assign these Terms of Use or any rights and licenses in these Terms of Use to another party. These Terms of Use may be assigned by Neuflect without restriction.

  • Limitations on Claims. Any cause of action or claim you may have with respect to Neuflect or the Services must be commenced within one year after the claim or cause of action arises.

  • No Waiver. Our failure to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of that or any other right or provision. Neither the course of conduct between the parties nor trade practice shall modify any of the terms in these Terms of Use.

  • Entire Agreement. These Terms of Use and our Privacy Policy constitute the entire agreement between you and us and govern your use of the Services. These Terms of Use supersede any prior agreements, communications, representations, or understandings between you and us, including without limitation any prior versions of these Terms of Use. 

Contact Information

We would love to hear from you. You may contact us at info@neuflect.com with any questions about our Services.