Last updated August 9, 2023
This agreement contains an arbitration and class action waiver. Please review Section 11 (Arbitration) for details.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ENTERING INTO A SERVICE CONTRACT FOR NEAT PULSE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This NEAT PULSE Agreement constitutes an agreement (this “Agreement”) by and between Neatframe Ltd. (“Neat”) and the individual, corporation, LLC, partnership, sole proprietorship, or other business entity entering this Agreement (“Customer”). This Agreement is effective as of the date your Service Contract (defined below) begins (the “Effective Date”).
THE BENEFITS CONFERRED BY THIS AGREEMENT ARE IN ADDITION TO ALL RIGHTS AND REMEDIES PROVIDED UNDER CONSUMER PROTECTION LAWS AND REGULATIONS. THIS AGREEMENT SHALL NOT PREJUDICE THE RIGHTS GRANTED BY APPLICABLE CONSUMER LAW, INCLUDING THE RIGHT TO RECEIVE REMEDIES UNDER STATUTORY WARRANTY LAW AND TO SEEK DAMAGES IN THE EVENT OF THE NON-PERFORMANCE BY NEAT OF ANY OF ITS CONTRACTUAL OBLIGATIONS.
1. Neat Pulse
This Agreement governs the services provided by Neat under your Neat Pulse agreement (“Service Contract”) and includes the terms in this document, additional terms contained in your Service Contract, and the original sales receipt for your purchase of a Service Contract. Your Service Contract will be provided to you at the time of purchase or sent to you automatically thereafter.
Benefits under this Agreement are additional to your rights under applicable laws and Neat’s standard warranty available at Warranty statement (neat.no).
Pricing options will be made available to you at the time of purchase, depending on which Neat Pulse offering you choose. Certain advanced features—both current and future—may be subject to additional terms. You can find the price of the Service Contract on the original sales invoice as provided by the seller from whom you’ve purchased your Service Contract (a “Reseller”).
If you are requesting a Service Contract for existing equipment, you must provide Neat a list of serial numbers of equipment at the time of purchase that you intend to be covered under the Service Contract. If you request a Service Contract in connection with a device purchase, such device will be automatically linked to your Service Contract. A Service Contract covers only the specific equipment linked to and listed in the Service Contract (collectively, the “Covered Equipment”).
The Neat Pulse Service Contract is offered at the following “Levels”;
2. Service Contract Term
The period of time your Covered Device(s) are covered under your Service Contract (your “Service Contract Term” will be listed on your Service Contract.
Neat will provide written notice to the primary contact listed on the Service Contract order sixty (60) and thirty (30) days prior to the expiration of your Service Contract Term. Contact email@example.com for confirmation of the contact for your organization. Neat will not automatically renew any Service Contracts.
3. Cloud Management and Monitoring for Neat Devices
Your Neat Pulse Service Contract (all levels) includes access to the Neat Pulse Control cloud management and monitoring service for your Covered Equipment. More information about the Neat Pulse Control is available at https://neat.no/pulse/
Neat retains all right, title and interest in and to Neat Pulse Control, including without limitation all software included in and used to provide Neat Pulse Control and all logos and trademarks reproduced through Neat Pulse Control. This Agreement does not grant you the right to reproduce, modify, distribute or publicly display or perform the software included in Neat Pulse Control, or any other right to Neat Pulse Control not specifically set forth herein.
You are responsible for ensuring that your use of Neat Pulse Control complies with all applicable laws, regulations, and industry standards. This includes, but is not limited to, compliance with data protection, privacy, intellectual property, and export control laws. Without limiting the foregoing, you shall not (a) attempt to access, penetrate, or tamper with Neat Pulse Control, its systems, or networks without proper authorization; (b) engage in any activity that could compromise the security, integrity, or availability of Neat Pulse Control or its users' data, including hacking, distribution of malware, or launching Denial of Service (DoS) attacks; (c) use Neat Pulse Control for any unlawful purpose, including but not limited to the distribution of illegal content, infringement of intellectual property rights, or violation of applicable laws and regulations; (d) transmit, post, or distribute any content that is defamatory, harassing, hateful, obscene, or otherwise objectionable, including hate speech or content that incites violence or discrimination; (e) engage in any form of unsolicited communication, including spamming, phishing, or sending bulk emails without proper authorization or in violation of applicable anti-spam laws; (f) share, distribute, or disseminate Neat Pulse Control or any portion thereof without Neat’s prior written consent; or (g) otherwise use Neat Pulse Control in a manner that exceeds the scope of your authorized access, or use Neat Pulse Control on behalf of any third party without proper authorization.
4. Extended Warranty and Support
Neat Pulse Plus and Pulse Pro also include the additional support services for Covered Equipment during your Service Contract Term as further described below. Neat Pulse Pro includes an additional warranty coverage for Covered Equipment during the Service Contract Term as further described below.
NOTE: Neat Pulse Starter does not include an extended warranty or support, and only Neat’s standard warranty terms (Warranty statement (neat.no)) shall apply.
4.1 Neat Pulse Care
For Neat Pulse Plus and Pulse Pro customers during the Service Contract Term, Neat will provide you with Neat Pulse Care, which provides priority access to e-mail based technical support for Covered Equipment. Neat Pulse Care may include assistance with installation, launch, configuration, troubleshooting, and recovery (excluding data recovery); interpreting system error messages; and determining when hardware service is required. Neat will provide support for the then-current version of the supported software, and the prior Major Release. For purposes of this Section, the term "Major Release" means a significant version of software that is commercially released by Neat in a release number format such as "1.0" or "2.0" and which is not in beta or pre-release form.
Neat Pulse Care is limited to the following: (i) the Covered Equipment, (ii) Neat branded software applications that are pre-installed on or designed to operate with the Covered Equipment (“Consumer Software”), and (iii) and connectivity issues between the Covered Equipment and a computer or device that meets the Covered Equipment’s connectivity specifications and runs an operating system supported by the Covered Equipment.
For clarity, Neat Pulse Care is not available to Neat Pulse Starter customers, and only Neat’s standard warranty terms (Warranty statement (neat.no)) shall apply.
4.2 Neat Pulse Cover
EXCLUSIVELY For Neat Pulse Pro customers, if during the Service Contract Term, you submit a valid claim by notifying Neat that a defect in materials and workmanship has arisen in the Covered Equipment& Neat determines that the product is covered by this warranty, Neat will (at its option) repair or replace it. In such case, Neat will issue a return merchandise authorization (“RMA”) and send you a replacement device along with prepaid waybills (and, if needed, packaging material) to return the Covered Equipment. You must ship the Covered Equipment to an agreed return site in accordance with Neat’s instructions. Neat will pay for shipping to and from your location if you follow all instructions. In most cases, Neat will overnight the replacement device in advance of receiving the defective device, but larger items (e.g., Neat Boards) may take up to two (2) weeks to arrive once shipped, depending on your location.
Neat will exchange the Covered Equipment with a replacement product that is new or comprised of new and/or previously used genuine Neat parts and has been tested and passed Neat functional requirements. All replacement products provided under this Agreement will at a minimum have the same or substantially similar features (e.g., a different model with the same features, or the same model in a different color) as the original product. If Neat exchanges the Covered Equipment, the original product becomes Neat’s property and the replacement product is your property, with coverage effective for the remainder of the Service Contract Term or ninety (90) days, whichever is longer. Neat may use Covered Equipment or replacement parts for service that are sourced from a country that is different from the country from which the Covered Equipment or original parts were sourced.
Should you require further assistance, you should contact Neat at firstname.lastname@example.org.
Neat may change the method by which Neat provides repair or replacement service to you, and your Covered Equipment’s eligibility to receive a particular method of service.
For clarity, Neat Pulse Cover is not available to Neat Pulse Plus or Pulse Starter customers, and only an applicable manufacturer warranty or Neat’s standard warranty terms (Warranty statement (neat.no)) shall apply.
Other Exclusions apply as described below.
5. What is not Covered?
5.1 Neat Pulse Cover
Neat may restrict Neat Pulse Cover to the country where the Covered Equipment was originally purchased.
Neat will not provide Neat Pulse Cover in the following circumstances:
5.2 Neat Pulse Care
Neat will not provide Neat Pulse Care in the following circumstances:
6. How to Obtain Service and Support?
If you have Neat Pulse Plus or Pulse Pro or are within 90-days of your original purchase, you may obtain service or technical support by e-mailing email@example.com or by entering a support ticket at https://neat.no/support. You must provide your Covered Equipment serial number. You may also be required to, upon request, present your Service Contract, and the original sales receipt for your Covered Equipment.
7. Your Responsibilities.
To receive service or support under the Service Contract, you agree to (i) provide the serial number of your Covered Equipment, (ii) provide information about the symptoms and causes of the issues with the Covered Equipment, (iii) respond to requests for information needed to diagnose or service the Covered Equipment, (iv) follow instructions Neat gives you, (v) update software to currently published releases prior to seeking service, and (vi) back up software and data residing on the Covered Equipment.
DURING HARDWARE SERVICE, NEAT WILL DELETE THE CONTENTS OF THE COVERED EQUIPMENT, REFORMAT THE STORAGE MEDIA, AND REINSTALL THE COVERED EQUIPMENT’S ORIGINAL SOFTWARE CONFIGURATION AND SUBSEQUENT UPDATE RELEASES, WHICH WILL RESULT IN THE DELETION OF ALL SOFTWARE AND DATA THAT RESIDED ON THE COVERED
EQUIPMENT PRIOR TO SERVICE. Neat will return your Covered Equipment or provide a replacement as the Covered Equipment was originally configured, subject to applicable updates. You will be responsible for reinstalling all other software programs, data and passwords.
8. Limitation of Liability.
THERE ARE NO EXPRESS WARRANTIES RELATING TO THE PRODUCT OTHER THAN THOSE DESCRIBED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEAT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND LIMITS THE DURATION OF ANY APPLICABLE IMPLIED WARRANTIES TO THE WARRANTY PERIOD SET FORTH ABOVE. NEAT SPECIFICALLY DOES NOT WARRANT THAT (i) IT WILL BE ABLE TO REPAIR OR REPLACE COVERED EQUIPMENT WITHOUT RISK TO OR LOSS OF PROGRAMS OR DATA, (ii) IT WILL MAINTAIN THE CONFIDENTIALITY OF DATA, OR (iii) THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. SOME COUNTRIES, STATES AND PROVINCES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEAT WILL NOT BE RESPONSIBLE FOR LOSS OF USE, LOSS OF INFORMATION OR DATA, COMMERCIAL LOSS, LOST REVENUE OR LOST PROFITS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF NEAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME COUNTRIES, STATES AND PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED AN AMOUNT EQUAL TO THE PRICE OF COVERED EQUIPMENT PURCHASED BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY OR $500, WHICHEVER IS GREATER.
IN LIEU OF ANY OTHER REMEDY FOR ANY AND ALL LOSSES AND DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER (INCLUDING NEGLIGENCE, OR DEFECTIVE GOODS, NO MATTER WHETHER SUCH DEFECTS ARE DISCOVERABLE OR LATENT), NEAT MAY, AT ITS SOLE AND EXCLUSIVE OPTION AND IN ITS DISCRETION, REPAIR OR REPLACE YOUR PRODUCT, OR REFUND ITS PURCHASE PRICE.
9. Cancellation; Termination.
9.1 Your Cancellation Rights
If you choose to cancel your Service Contract prior to the expiration of the Service Contract Term, no refunds shall be provided for the remaining period of the current term. Upon cancellation, your Service Contract will continue to remain active and accessible for the duration of the current Service Contract Term.
9.2 Neat’s Termination Rights
Neat may terminate this Agreement if you violate any terms or conditions contained herein. For clarity, in the event of termination, your access to Neat Pulse Control will terminate.
Additionally, unless applicable local law provides otherwise, Neat may terminate your Service Contract if service parts for the Covered Equipment are not available or if Neat makes an end of life decision for the Covered Equipment, upon sixty (60) days’ prior written notice. In such case, Neat will provide a pro rata refund for the unexpired Service Contract Term to the Reseller from whom you purchased your Service Contract. Please contract your Reseller to effectuate your refund.
9.3 Effect of Cancellation
If this Agreement expires or terminates for any reason, your access to Neat Pulse Control, Pulse Care and Pulse Cover, as applicable, will automatically terminate and you will no longer be able to obtain service or support for Covered Equipment.
10. Agreement Changes
The terms and conditions of this Agreement will remain in effect for the duration of your Service Contract Term and each renewal if applicable, unless Neat notifies you of revised Agreement terms and conditions. Neat may, at any time, revise any of the terms and conditions of this Agreement. Such notice will be provided in a separate writing or email, or by other reasonable method. The revisions will be effective upon renewal of your Service Contract. If you do not agree to the revised Agreement terms and conditions, you may cancel the Service Contract in accordance with Section 9 above. If you do not cancel the Service Contract you will be bound by such revised Agreement terms and conditions.
Notwithstanding the foregoing, if Neat adopts any revision to this Agreement that would broaden your coverage without additional cost or any increase in service fees, the broadened coverage will immediately apply to your Service Contract.
11. Binding Arbitration Agreement; Class Action Waiver
Except as set forth below, you and we agree that we will resolve any controversies, claims, counterclaims, or other disputes between you and us or you and a third-party agent of ours (each a “Claim”) through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law prior to the date you agreed to this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, validity, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.
To begin an arbitration proceeding, you must send us an individual letter signed by you requesting arbitration and describing your claim at 100 Park Avenue, 16th Floor, New York, NY 10017, Attn: Legal Department. This letter must be sent at least five (5) days before you initiate an arbitration proceeding against us.
Any party to the arbitration may, at any time more than ten (10) days before arbitration, serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to this Agreement will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.
Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class, consolidated or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated without prior written consent of the parties. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section of the Terms will survive the termination of your relationship with us.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
12. General Terms.