Neat Terms of Service

Last updated: September 8, 2026

Welcome to Neat. Neat is a cloud-based creative inspiration library that lets you capture visual references from anywhere on the web, organize them into a searchable personal or team library, and build moodboards and creative deliverables. These Terms of Service (these “Terms”) describe the terms and conditions by which you may access and/or use the website(s), including https://neatinspo.com/ and any successor URL(s), and any and all related software, platforms, browser extensions, mobile applications, documentation, and online, mobile-enabled, and/or digital services (collectively, the “Service”) provided by Neat LLC (including its successors and assigns, “Neat,” “we,” “our,” or “us”). By accessing and/or using the Service, or by clicking a button or checking a box marked “I Agree” or something similar, you signify that you have read, understood, and agree to be bound by these Terms. We reserve the right to modify these Terms, and we will provide notice of material changes as described below. These Terms apply to all visitors and users of the Service (collectively, “Users,” and, as applicable to you, “you” or “your”).

If you have entered into a separate Master Services Agreement with Neat (“MSA”), your use of the Service is governed by the MSA, and these Terms do not apply to the extent of any conflict with the MSA.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. SECTION 15 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND NEAT HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. SECTION 15 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND NEAT BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; 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.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT NEAT’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 7.2(c) (CANCELLING SUBSCRIPTIONS) BELOW.

How We Administer the Service
1. Eligibility. This is a contract between you and Neat. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations (“Applicable Law”). Without limiting the generality of the foregoing, any access to, or use of, the Service by anyone who is a minor (which is under the age of 18 in most jurisdictions) in any applicable jurisdiction (a “Minor”) is strictly prohibited and in violation of these Terms, unless such access and/or use is supervised by a parent or legal guardian (“Parent”) who: (a) has read and understands these Terms; (b) approves all rights granted, and all obligations undertaken, by the Minor hereunder; and (c) agrees to be bound by these Terms. If you are a Parent of a User who is a Minor, then, by allowing such Minor to access and/or use the Service, you are subject to these Terms and responsible for such Minor’s activity on the Service. With respect to the Parent of a User who is a Minor, “you,” as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means “the Parent, on behalf of the Parent and the Minor,” and “your” has the corresponding meaning. The Service is not available to any Users we previously removed from the Service.
2. User Accounts
  1. Your User Account. Your account on the Service (your “User Account”) gives you access to certain services and functionalities that we may, in our sole discretion, establish and maintain as part of the Service from time to time. You acknowledge that, notwithstanding anything to the contrary herein, you do not own your User Account, nor do you possess any rights to data stored by or on behalf of Neat on the servers running the Service. We may maintain different types of User Accounts for different types of Users. The Service is available in the following subscription tiers: Free, Pro, and Studio. The features, storage limits, and seat allocations applicable to each tier are described at https://www.neatinspo.com/plans and may be updated by us from time to time.
  2. Organizational Accounts. An individual may access and/or use the Service on behalf of a company or other entity, such as that individual’s employer (such entity, an “Organization”). In such cases, notwithstanding anything to the contrary herein: (a) these Terms are an agreement between (i) us and such individual and (ii) us and that Organization; (b) “you,” as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means (i) such individual and (ii) “the Organization, on behalf of the Organization and its subsidiaries and affiliates, and its and their respective directors, officers, employees, contractors, agents, and other representatives who access and/or use the Service (collectively, “Org Users”)”; and “your” has the corresponding meanings; (c) such individual represents and warrants to having the authority to bind that Organization to these Terms (and, in the absence of such authority, such individual may not access, nor use, the Service); (d) such individual’s acceptance of these Terms will bind that Organization to these Terms; (e) we may disclose information regarding such individual and such individual’s access to and use of the Service to that Organization; (f) such individual’s right to access and use the Service may be suspended or terminated (and the administration of the applicable User Account may be transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization; (g) that Organization will make all Org Users aware of these Terms’ provisions, as applicable to such Org Users, and will cause each Org User to comply with such provisions; and (h) that Organization will be solely responsible and liable for all acts and omissions of the Org Users, and any act or omission by any Org User that would constitute a breach of these Terms had it been taken by that Organization will be deemed a breach of these Terms by that Organization. Without limiting the generality of the foregoing, if an individual opens a User Account using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with such individual’s access to or use of the Service (or reimburses such individual for payment of such fees), then we may, in our sole discretion, deem such individual to be accessing and using the Service on behalf of that Organization.
  3. Connecting Via Third-Party Services. By connecting to the Service via a third-party service, you give us permission to access and use your information from that service, as permitted by that service, and to store your log-in credentials and/or access tokens for that service.
  4. Account Security. You may never use another User’s User Account without such User’s permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, you will keep your User Account password(s) and/or any other authentication credentials secure, and you will not share your password(s) and/or any other authentication credentials with anyone else. Each User Account is licensed to a single named user; concurrent use of one User Account by multiple individuals is prohibited. For Organizational Accounts, a workspace administrator may reassign a seat to a different named user (e.g., upon an employee’s departure), but the seat may not be used by more than one individual at a time. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers, and symbols) to protect your User Account. Any Org User with administrator-level access to your User Account can modify your User Account settings, access, and billing information. We will not be liable for, and expressly disclaim liability for, any losses caused by any unauthorized use of your User Account and/or any changes to your User Account, including, without limitation, changes made by any Org User with administrator-level access to your User Account. You will notify us immediately of any breach of security or unauthorized use of your User Account.
  5. Account Settings. You may control certain aspects of your User Account and any associated User profile, and of the way you interact with the Service, by changing the settings in your settings page. By providing us with your email address, you consent to our using that email address to send you Service-related notices, including any notices required by Applicable Law, in lieu of communication by postal mail. We may also use that email address to send you other messages, including, without limitation, marketing and advertising messages, such as messages notifying you of changes to features of the Service and special offers (collectively, “Marketing Emails”). If you do not want to receive Marketing Emails, you may opt out of receiving them or change your preferences by contacting us at support@neatinspo.com or by clicking on the “unsubscribe” link within a Marketing Email. Opting out will not prevent you from receiving Service-related notices.
3. Changes, Suspension, and Termination. You may de-activate your User Account at any time. We may, with or without prior notice, change the Service, stop providing the Service or features of the Service to you or to Users generally, or create usage limits for the Service. We may, with or without prior notice, permanently terminate or temporarily suspend your access to your User Account and/or the Service without liability, with or without cause, and for any or no reason, including if, in our sole determination, you violate any provision of these Terms. Upon termination or deactivation of your User Account, you may export your User Content for a period of thirty (30) days following such termination or deactivation, after which we may delete your User Content in the ordinary course of our deletion cycles. We may retain your User Content for a reasonable period after the export window for backup, archival, or audit purposes. User Content that you previously shared with other Users through the Service (e.g., in shared projects or team workspaces) may be retained by those Users. Upon termination of your User Account for any reason or no reason, you continue to be bound by these Terms.
Access to the Service; Service Restrictions
1. Access to the Service. Subject to your compliance with these Terms and any documentation we may make available to you, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Service, solely for your personal use or internal business purposes, as applicable, strictly as permitted by the features of the Service. We may terminate the license granted in this Section at any time, for any reason or no reason. We reserve all rights not expressly granted herein in and to the Service.
2. Restrictions and Acceptable Use. Except to the extent a restriction is prohibited by Applicable Law, you will not do, and will not assist, permit, or enable any third party to do, any of the following:
  1. disassemble, reverse engineer, decode, or decompile any part of the Service;
  2. use any robot, spider, scraper, off-line reader, data mining tool, data gathering or extraction tool, or any other automated means to access the Service in a manner that sends more request messages to the servers running the Service than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Neat grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of, but not caches or archives of, such materials, and only as specified in the applicable robots.txt file);
  3. copy, rent, lease, sell, loan, transfer, assign, license or purport to sublicense, resell, distribute, modify, alter, or create derivative works of any part of the Service or any of our Intellectual Property (as defined below), including, without limitation by any automated or non-automated “scraping”;
  4. use the Service in any manner that impacts (i) the stability of the servers running the Service, (ii) the operation or performance of the Service or any User’s use of the Service, or (iii) the behavior of other applications that use the Service;
  5. take any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure;
  6. use the Service in any manner or for any purpose that (i) violates, or promotes the violation of, any Applicable Law, contractual obligation, or right of any person, including, but not limited to, Intellectual Property Rights (as defined below), privacy rights, and/or rights of personality, (ii) is fraudulent, false, deceptive, or defamatory, (iii) promotes hatred, violence, or harm against any individual or group, or (iv) otherwise may be harmful or objectionable (in our sole discretion) to us or to our providers, our suppliers, Users, or any other third party;
  7. use or display the Service in competition with us, to develop competing products or services, for benchmarking or competitive analysis of the Service, or otherwise to our detriment or disadvantage;
  8. access any content available on or via the Service through any technology or means other than those provided by the Service or authorized by us;
  9. bypass the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or any portion thereof;
  10. attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Service;
  11. use the Service to transmit spam, chain letters, unsolicited messages, or other unsolicited communications of any kind;
  12. transmit invalid data, viruses, worms, or other software agents through the Service;
  13. impersonate another person or entity, misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Service for any invasive or fraudulent purpose;
  14. collect or harvest any personal information, including Users’ names, from the Service;
  15. identify or refer to us or to the Service in a manner that could reasonably imply a relationship that involves endorsement, affiliation, or sponsorship between you (or a third party) and us without our prior express written consent; or
  16. upload, store, or transmit through the Service any protected health information, government identification numbers, payment card data (other than through Neat’s designated payment processor), or other data subject to specialized regulatory regimes (e.g., HIPAA, PCI-DSS) that the Service is not designed to process (collectively, “Sensitive Data”).
User Content; Representations and Warranties
1. As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, including captured media, links, uploaded files, tags, notes, boards, and moodboards, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through the Service (“User Content”). For an organizational account, we may assume, in our sole discretion, that all of your User Content belongs to that Organization.
2. You understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing your User Content through the Service, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and these Terms. We have the right (but not the obligation), in our sole discretion, to remove any of your User Content that is shared via the Service. You hereby grant, and you represent and warrant that you have all rights necessary to grant, to Neat, under all of your Intellectual Property Rights, a non-exclusive, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, reproduce, publish, list information regarding, make derivative works of, and display your User Content: (i) to maintain and provide the Service; (ii) to improve our products and the Service and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends; and (iii) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Service. We will not use your User Content in identifiable form to train any machine learning model or third-party foundation model. We may also collect and use data and information related to your User Content and/or your use of the Service in an aggregate and anonymized manner (“Aggregated Data”), including to compile statistical and performance information related to the provision and operation of the Service, to improve the Service, and to develop new products and features; provided that such Aggregated Data does not identify you or your User Content.
3. You affirm, represent, and warrant the following:
  1. you have all rights necessary to capture, upload, store, and use your User Content through the Service as contemplated by these Terms, including with respect to any content captured, referenced, or sourced from third-party websites or platforms;
  2. you have obtained, and are solely responsible for obtaining, all consents required by Applicable Law to provide User Content relating to third parties;
  3. your User Content, and our use thereof as contemplated by these Terms and the Service, will not violate any Applicable Law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights and privacy rights;
  4. your User Content does not include any Sensitive Data, and your provision of User Content in connection with the Service does not violate any confidentiality rights of any third party;
  5. you will not upload or make available through the Service, either directly or by other means, any personal information of children under 13 or the applicable age of digital consent;
  6. your User Content does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; content that is abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content; and
  7. to the best of your knowledge, all User Content and other information that you provide to us is truthful and accurate.
4. WE CLAIM NO OWNERSHIP RIGHTS OVER YOUR USER CONTENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY USER CONTENT. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USER CONTENT AND THE CONSEQUENCES OF SUBMITTING, POSTING, DISPLAYING, PROVIDING, SHARING, OR OTHERWISE MAKING IT AVAILABLE ON OR THROUGH THE SERVICE.
Intellectual Property
1. Definition. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of personality, trademark, trade dress and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights and proprietary rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals, and extensions thereof, under Applicable Law.
2. Neat Intellectual Property. You understand and acknowledge that we (or our licensors, as applicable) own and will continue to own all rights (including Intellectual Property Rights), title, and interest in and to the Service, all materials and content displayed or otherwise made available on and/or through the Service (including, without limitation, images, text, graphics, illustrations, logos, photographs, audio, videos, music, and User Content belonging to other Users), and all software, algorithms, code, technology, and intellectual property underlying and/or included in or with the Service (collectively and individually, “Intellectual Property”). Except as may be explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights, and you will not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, display, perform, publish, adapt, edit, or create derivative works of any Intellectual Property. Use of any Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.
3. AI Features. Neat may make available certain artificial intelligence-assisted features (e.g., tagging, search, and contextual retrieval) in connection with your use of the Service (collectively, “AI Features”). To the extent the AI Features leverage third-party large language models or similar third-party AI providers (“AI Subprocessors”), Neat will not permit AI Subprocessors to use your User Content to train their underlying foundation models. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE AI FEATURES AND ANY OUTPUT RESULTING THEREFROM (“OUTPUT”). DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE, OUTPUT MAY NOT BE UNIQUE, MAY NOT BE ACCURATE, AND MAY NOT REFLECT REALITY. YOU MUST EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR YOUR USE CASE. NEAT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OUTPUT, AND YOU AGREE THAT NEAT SHALL NOT BE LIABLE FOR ANY DAMAGES YOU OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT.
4. Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to improve our products and services (including the Service), and to develop new products, services, and/or features; (c) to monitor your usage of the Service; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including Intellectual Property Rights, in and to the Service.
5. Feedback. To the extent you provide us any suggestions, recommendations, or other feedback relating to the Service or to any other Neat products or services (collectively, “Feedback”), you hereby assign to us all rights (including Intellectual Property Rights), title, and interest in and to the Feedback. Accordingly, we are free to use the Feedback and any ideas, know-how, concepts, techniques, and/or other intellectual property contained in the Feedback, without providing any attribution or compensation to you or to any third party, for any purpose whatsoever, although we are not required to use any Feedback. You acknowledge that, by acceptance of your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
DMCA Notice
We respect artists and content owner rights, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:
1. an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. identification of the copyrighted work that you claim has been infringed;
3. identification of the material that is claimed to be infringing and its location on the Service;
4. information reasonably sufficient to permit us to contact you, such as your address, telephone number, and email address;
5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to our DMCA Agent, using the following contact information:
Attn:
Neat LLC
DMCA Notice
Address:
9854 National Blvd #1429, Los Angeles, California 90034
Email:
legal@neatinspo.com
Under United States federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that the procedure outlined herein is exclusively for notifying Neat and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Neat’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other Applicable Law.
In accordance with the DMCA and other Applicable Law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Service and/or terminate the User Accounts of any Users who infringe any Intellectual Property Rights of others, whether or not there is any repeat infringement.
Our Publicity Rights
We may identify you as a User in our promotional materials. We will promptly stop doing so upon receipt of your request sent to support@neatinspo.com.
Fees and Purchase Terms
1. Third-Party Service Provider. Neat uses Stripe, Inc. and its affiliates (“Stripe”) as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms) and hereby consent and authorize Neat and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. We do not view or store your full credit card or other payment information.
2. Payment. You shall pay all fees or charges (“Fees”) to your User Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable, as set forth at https://www.neatinspo.com/plans (as we may update them from time to time, the “Pricing and Payment Terms”). By providing Neat and/or our Third-Party Service Provider with your payment information, you agree that Neat and/or our Third-Party Service Provider is authorized to immediately invoice your User Account for all Fees due and payable to Neat hereunder and that no additional notice or consent is required. You shall immediately notify Neat of any change in your payment information to maintain its completeness and accuracy. Neat reserves the right at any time to change its prices and billing methods upon notice to you. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Neat and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of these Terms. Except as set forth in these Terms, all Fees for the Service are non-refundable.
  1. Subscriptions. If you purchase access to certain features and functionality of the Service on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription and at regular intervals in accordance with your elections at the time of purchase. Neat reserves the right to change the timing of billing and the Subscription pricing upon notice to you. If changes to the Subscription price occur that impact your Subscription, Neat will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your User Account. If you do not agree with such changes, you may cancel your Subscription as set forth below.
  2. Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Neat’s then-current price for such Subscription until terminated in accordance with these Terms. The frequency at which your Subscription renews (i.e., monthly, annually, etc.) will be designated at the time you sign up for the Subscription. By subscribing, you authorize Neat to charge the payment method designated in your User Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Neat does not receive payment, (i) you shall pay all amounts due on your User Account upon demand and/or (ii) you agree that Neat may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your User Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
  3. Cancelling Subscriptions. You may cancel your Subscription by logging into your User Account settings. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period. Upon cancellation or expiration of a paid Subscription, your User Account will automatically revert to the Free Tier, and you will retain access to your User Content subject to the storage limits and feature restrictions applicable to the Free Tier. Any User Content that exceeds the Free Tier storage limit will remain in your account in a read-only state; you may export or delete such content but may not add new content until your usage is within the Free Tier limit.
3. Upgrades, Downgrades, and Additional Storage. If you choose to upgrade your Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with these Terms. In any future renewal term, the Fees will reflect any such upgrades. If you choose to downgrade a Subscription, the downgrade will take effect as of the first day of the next renewal term. Downgrading a Subscription may cause loss of content, features, or capacity of the Service as available to you, and Neat does not accept any liability for such loss. You may purchase additional storage capacity beyond your tier’s included allocation at Neat’s then-current rates, as described at https://www.neatinspo.com/plans. Any additional storage purchased will be billed in accordance with these Terms and is subject to the same auto-renewal and cancellation provisions applicable to your Subscription.
4. Taxes. The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under these Terms. If Neat determines it has a legal obligation to collect Sales Tax from you in connection with these Terms, Neat shall collect such Sales Tax in addition to the Fees. If any services, or payments for any services, under these Terms are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Neat, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Neat for any liability or expense Neat may incur in connection with such Sales Taxes. Upon Neat’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5. Withholding Taxes. You shall make all payments of Fees to Neat free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Neat shall be your sole responsibility, and you shall provide Neat with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
6. Payment Representations and Warranties. You represent and warrant that: (i) the account, order, and payment information you supply to us and/or to our Third-Party Service Provider, as applicable, is true, accurate, correct, and complete; (ii) you are duly authorized to use the payment method(s); (iii) you will pay any and all charges incurred by users of your payment method in connection with the Service, including any applicable Fees (at the prices in effect when such charges are incurred) and taxes; (iv) charges incurred by you will be honored by your payment method company; and (v) you will report to us any unauthorized or prohibited access to or use of your password(s) or other authentication credentials.
7. Payment Disclaimer. WE DISCLAIM ANY AND ALL LIABILITY WITH RESPECT TO, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR: (I) ANY SECURITY OR PRIVACY BREACHES RELATED TO YOUR CREDIT CARD OR OTHER PAYMENT METHOD, (II) ANY FEES THAT MAY BE CHARGED TO YOU BY YOUR BANK IN CONNECTION WITH THE COLLECTION OF FEES, AND/OR (III) ANY UNAUTHORIZED USE OF YOUR CREDIT CARD, DEBIT CARD, OR OTHER PAYMENT METHOD BY A THIRD PARTY.
8. Promotional Offers. We may from time to time offer special promotional offers, plans, or memberships (“Promotional Offers”), including our Founding Members program, which grants qualifying early adopters lifetime Pro-tier access for a one-time payment as described at the time of enrollment. Promotional Offer eligibility is determined by us in our sole discretion, and we reserve the right to revoke a Promotional Offer in the event that we determine you are not eligible. We may use information such as device ID, method of payment, and/or an email address used in connection with your User Account to determine eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign up for the Promotional Offer or in other communications made available to you. You understand and acknowledge that any Promotional Offers are subject to change at any time and from time to time.
Text Messaging and Calls
1. General. By providing your phone number to Neat, you expressly consent to receive operational and administrative text messages (SMS and MMS) from Neat at the phone number you provide, including messages relating to your User Account, payment notifications, multi-factor authentication (“MFA”) security codes, service alerts, and other transactional or service-related communications (collectively, “Operational Messages”). Operational Messages are not marketing or promotional in nature. Message frequency varies depending on your activity and use of the Service. Message and data rates may apply depending on your mobile carrier plan. You are solely responsible for any message or data charges imposed by your wireless carrier. Neat is not liable for any delays or failures in the delivery of any text message, for any reason. You may opt out of receiving text messages at any time by replying STOP to any Operational Message. Following your opt-out request, you may receive one (1) additional confirming text message. Opting out of text messages will not affect your ability to use the Service, although you acknowledge that text messages may be a primary means by which Neat communicates time-sensitive operational information to you. You represent and warrant that you are the owner or authorized user of the mobile device and phone number you provide, and that you are authorized to approve the applicable charges. If you change or deactivate the phone number you have provided to Neat, you agree to promptly update your User Account information to ensure that messages are not sent to a person who acquires your former number. For help or information regarding text messages, reply HELP to any Operational Message. Carriers are not liable for delayed or undelivered messages.
2. Consent to Transactional Communications. You expressly consent and agree to Neat contacting you using written, electronic, and/or verbal means, including manual dialing, emails, prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account, and as permitted by Applicable Law, in each case even if the phone number is registered on any United States federal and/or state Do-Not-Call/Do-Not-email registry/ies. For purposes of clarity, the communications described in this paragraph are transactional communications, not promotional communications. By providing your email address to Neat, you also consent to receive email communications from Neat regarding your use of the Service.
Additional Terms for Apps
1. General. We may make available one or more mobile applications in connection with the Service (each, an “App”). To use any App, you must have a mobile device that is compatible with such App. Neat does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider in connection with such App. You understand and acknowledge that you are solely responsible for any such charges. We hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to use a compiled code copy of the App(s) under your User Account on one (1) or more mobile devices owned or controlled solely by you (except to the extent Apple or Google permits any shared access and/or use of the iOS App or Android App (as each of those terms is defined below), respectively), solely in accordance with these Terms. The foregoing license grant is not a sale of any App or of any copy thereof. You may not: (a) modify, disassemble, decompile, or reverse engineer any App, except to the extent that such restriction is expressly prohibited by Applicable Law; (b) rent, lease, loan, resell, sublicense, distribute, or otherwise transfer any App to any third party, or use any App to provide time sharing or similar services for any third party; (c) make any copies of any App; (d) remove, circumvent, disable, damage, or otherwise interfere with security-related features of any App, features that prevent or restrict use or copying of any content accessible through any App, or features that enforce limitations on use of the Apps; or (e) delete the copyright or other proprietary rights notices on any App. You acknowledge that we may, from time to time, issue upgraded versions of the Apps, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and you understand and acknowledge that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated into an App is covered by the applicable open source or third-party license, if any, authorizing use of such code. We or our third-party partners or suppliers retain all right, title, and interest in and to the Apps (and any copies thereof). Any attempt by you to transfer or delegate any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.
2. iOS App. This Section applies to any App you acquire from the Apple App Store (such App, “iOS App”). You and Neat understand and acknowledge that these Terms are solely between you and Neat, not Apple, Inc. (“Apple”), and that Apple has no responsibility for the iOS App or content thereof. Your access to and use of the iOS App must comply with the usage rules set forth in Apple’s then-current Apple Media Services Terms and Conditions and with the applicable Volume Content Terms. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the iOS App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be governed solely by these Terms and any law applicable to Neat as provider of the iOS App. You and Neat acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the iOS App, or your possession and use of that iOS App, infringes that third party’s intellectual property rights, Neat, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, to the extent required by these Terms. You and Neat acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms as relates to your license of the iOS App, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the iOS App against you as a third-party beneficiary thereof.
3. Android App. The following applies to any App you acquire from the Google Play Store (such App, “Android App”): (a) you acknowledge that these Terms are between you and Neat only, and not Google LLC or any affiliate thereof (collectively, “Google”); (b) your access to and use of the Android App must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of the Google Play Store where you obtained the Android App; (d) Neat, and not Google, is solely responsible for the Android App; (e) Google has no obligation or liability to you with respect to the Android App or these Terms; and (f) you understand and acknowledge that Google is a third-party beneficiary to these Terms as they relate to the Android App.
4. Browser Extensions. We may make available browser extensions for Google Chrome, Safari, Firefox, and/or other web browsers (each, a “Browser Extension”). Your use of any Browser Extension is subject to these Terms and to the applicable browser’s extension marketplace terms and policies. We hereby grant you a non-exclusive, limited, non-transferable, and freely revocable license to install and use the Browser Extension(s) under your User Account on one (1) or more devices owned or controlled by you, solely in accordance with these Terms. You may not modify, reverse engineer, decompile, or disassemble any Browser Extension, except to the extent that such restriction is expressly prohibited by Applicable Law. We may, from time to time, issue updated versions of the Browser Extensions, and may automatically update the version you are using. You consent to such automatic updates, and the terms and conditions of these Terms will apply to all such updates.
Your Use of Third-Party Services
The service may contain links to third-party sites, materials, and/or services (collectively, “Third-Party Services”) that are not owned or controlled by us, and certain functionalities of the service may require your use of third-party services. If you use a third-party service in connection with the service, you are subject to and agree to, and must comply with, the third party’s terms and conditions made available via, or agreed in connection with, its services. We do not endorse or assume any responsibility for any third-party services. If you access a third-party service from the service or share your user content on or through any third-party service, you do so at your own risk, and you understand that these terms do not apply to your use of any third-party service. You expressly relieve us from any and all liability arising from your access to and/or use of any third-party service.
Release
You hereby release and forever discharge Neat and its subsidiaries and affiliates, and its and their respective agents, suppliers, licensors, employees, contractors, officers, and directors (collectively, including Neat, the “Neat Indemnitees”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service. If you are a California resident, you hereby waive California Civil Code § 1542 in connection with the foregoing, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS that THE creditor or RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE and that, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE debtor or RELEASED PARTY.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by Neat or for fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.
Indemnity
You will defend, indemnify, and hold the Neat Indemnitees (as defined in Section 11) harmless from and against any and all claims, damages (whether direct, indirect, incidental, consequential, or otherwise), obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, legal fees) arising from: (a) your access to and/or use of the Service, including your use of any Output; (b) your violation of any term of these Terms, including, without limitation, your breach of any of your representations and warranties set forth in these Terms; (c) your violation of any third-party right, including, without limitation, any privacy right or Intellectual Property Right; (d) your violation of any Applicable Law; (e) User Content or any content that is submitted via your User Account, including, without limitation, any misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any third party’s access to and/or use of the Service with your username(s), password(s), or other authentication credential(s).
No Warranty; Disclaimers
The service is provided on an “as is” and “as available” basis. Your use of the service is at your own risk. To the maximum extent permitted by applicable law, the service, the intellectual property, any output, and any other information available on or through the service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and/or non-infringement. No advice or information, whether oral or written, obtained by you from us or through the service will create any warranty not expressly stated herein. Without limiting the generality of the foregoing, none of the Neat indemnitees warrants that any content or any other information contained in, or available via, the service is accurate, comprehensive, reliable, useful, or correct; that the service will meet your requirements; that the service will be available at any particular time or location, uninterrupted, or secure; that any defects or errors in the service will be corrected; or that the service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the service is so obtained at your own risk, and you will be solely responsible for any damage to your computer system(s) or mobile device(s) and/or for loss of data that results from same or from your access to and/or use of the service. You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by applicable law.
Further, Neat does not warrant, endorse, guarantee, recommend, or assume responsibility for any product or service offered by any third party through the service or any hyperlinked website or service, and Neat will not be a party to, or in any way monitor, any transaction between you and third-party providers of products or services.
United states federal law and some states, provinces, and other jurisdictions do not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations under these terms will not apply to the extent prohibited by applicable law.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event will any Neat indemnitee be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, or data, or other intangible losses, arising out of or relating to the use of, or inability to use, the service, any output, or any portion thereof. Under no circumstances will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the service or your user account or the information contained therein.
To the maximum extent permitted by applicable law, we assume no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the service; (c) any unauthorized access to or use of the servers running the service and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the service; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the service by any third party; (f) any errors or omissions in any content, or any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (g) your data, any user content, or the defamatory, offensive, or illegal conduct of any third party.
In no event will any Neat indemnitee be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us hereunder or one hundred U.S. Dollars ($100.00), whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion of and/or limitations on incidental or consequential damages, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these terms will not apply to the extent prohibited by applicable law.
Governing Law and Dispute Resolution
1. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Neat agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in Los Angeles, California.
2. Arbitration Agreement. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Neat arbitrate disputes against one another.
  1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Neat agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service, or these Terms and prior versions of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Neat may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Neat 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 were not noticed at the time you first became subject to these Terms but 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.
  2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Neat. If that occurs, Neat is committed to working with you to reach a prompt, low-cost and mutually beneficial resolution. You and Neat agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Neat agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically or via videoconference (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
    To initiate Informal Dispute Resolution, the initiating party must give written notice to the other party (“Notice”). Notice to Neat should be sent by email to legal@neatinspo.com or regular mail to our offices at 9854 National Blvd #1429, Los Angeles, California 90034. The Notice must include: (1) your name, telephone number, mailing address, and e-mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of the Dispute, including the specific relief sought. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Neat representative). It is your responsibility to ensure your email and mailing address remain current.
    The Informal Dispute Resolution process lasts forty-five (45) days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference, if requested by either party, 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 or organizations 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. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
  3. Waiver of Jury Trial. YOU AND NEAT 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 Neat are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
  4. Class Action Waiver. 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, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. 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 the Batch Arbitration provision below. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Neat 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 Los Angeles, California. The parties agree that any such severed claims shall be stayed pending final resolution of all Disputes remaining in arbitration. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Neat from participating in a class-wide or mass settlement of claims.
  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.
    The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum.
    A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) 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; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to Neat should be sent by email to legal@neatinspo.com or regular mail to our offices at 9854 National Blvd #1429, Los Angeles, California 90034. It is your responsibility to keep your contact information up to date.
    If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) 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 (3) 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 (“Counsel’s Certification”).
    Unless you and Neat otherwise agree, or the Batch Arbitration process discussed below is triggered, the arbitration will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules.
    You and Neat 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 then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
    You and Neat agree that at least fourteen (14) days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
  6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from NAM’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 Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
  7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding 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 that all Disputes regarding the subsection entitled “Class Action Waiver,” including any claim that all or part of such subsection is unenforceable, illegal, void or voidable, or that such subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. 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.
  8. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Neat agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Neat by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time (for example, a ninety (90) day period), NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.
    All parties agree that Demands 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 issue(s) 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 NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules, 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 Neat.
    You and Neat agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision.
  9. Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, 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 Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with the Counsel’s Certification and Federal Rule of Civil Procedure 11(b), the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred.
  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: Neat LLC, 9854 National Blvd #1429, Los Angeles, California 90034, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Neat account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis; opt-out notices from any third party purporting to act on your behalf will have no effect on your or Neat’s rights. 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 arbitration agreements that you may currently have with us or may enter in the future.
  11. Invalidity, Expiration. Except as provided in the subsection entitled “Class Action Waiver,” if any part or parts of this Arbitration Agreement (other than the Batch Arbitration provision) 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. However, if the Batch Arbitration provision of this Arbitration Agreement is found under the law to be invalid or unenforceable, then in that case the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Los Angeles, California. You further agree that any Dispute that you have with Neat as detailed in this Arbitration Agreement must be initiated 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.
  12. Modification. Neat retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted on the Service and you should check for updates regularly. Notwithstanding any provision in these Terms to the contrary, Neat agrees to notify you if it makes any future material change to this Arbitration Agreement. Your continued use of the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. If you have previously agreed to a version of these Terms with an arbitration agreement and did not validly opt out of arbitration, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Neat will continue to honor any valid opt-outs of the Arbitration Agreement that you made to a prior version of these Terms.
Export Controls
You understand and acknowledge that the Service may be subject to export control laws and regulations. You will comply with all applicable import and export and re-export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. State Department. You represent and warrant that you are not, and that no person to whom you make the Service available or that is acting on your behalf, or, if you are an Organization, that no person or entity owning 50% or more of your equity securities or other equivalent voting interests, is (a) listed on the List of Specially Designated Nationals and Blocked Persons or on any other list of sanctioned, prohibited, or restricted parties administered by OFAC or by any other governmental entity, or (b) located in, a national or resident of, or a segment of the government of, any country or territory for which the United States maintains trade or economic sanctions or embargoes or that has been designated by the U.S. Government as a “terrorist supporting” region.
General Provisions
1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
2. Notice. Where Neat requires that you provide an e-mail address, you are responsible for providing Neat with your most current e-mail address. In the event that the last e-mail address you provided to Neat is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, Neat’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Neat at: 9854 National Blvd #1429, Los Angeles, California 90034. Such notice shall be deemed given when received by Neat by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
3. Notification Procedures and Changes to these Terms. We may provide notifications, whether such notifications are required by Applicable Law or are for marketing or other business-related purposes, to you via email notice or written or hard copy notice, or through posting of such notice on the Service, as we determine, in our sole discretion. We reserve the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification, as required under Applicable Law or as described in these Terms. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of the Service effective as of the start of your access to the Service, even if such access began before publication of these Terms. Your continued use of the Service after any change to these Terms constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or to any future Terms of Service, do not access or use (or continue to access or use) the Service.
4. Entire Agreement; Severability. These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Service, will constitute the entire agreement between you and us concerning the Service. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us, or to your access to or use of the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
5. No Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
6. Electronic Communications. The communications between you and Neat use electronic means, whether you use the Service or send us emails, or whether Neat posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Neat in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Neat provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights or your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
7. Force Majeure. Neat shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
8. California Residents. The provider of the Service is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
9. International Users. The Service is controlled and operated from within the United States. Neat makes no representations that the Service is appropriate or available for use in other locations. If you access or use the Service from outside the United States, you do so at your own volition and are solely responsible for compliance with all applicable local laws, rules, and regulations, including any applicable data protection laws.
10. Contact. If you have any questions about these Terms and/or the Service, please contact us at legal@neatinspo.com.