Terms of Service Agreement
Last Revised: July 15, 2021
PLEASE READ THIS LEGAL DOCUMENT CAREFULLY.
Neurolign designs products and tools that can help improve your overall brain performance and wellness. These Terms of Service (the “Terms of Service”) apply to your access and use of the Neurolign Service (the “Service”). The “Neurolign Service” includes our devices including associated firmware, applications, software, websites, APIs, products, and services.
When the Terms mention “Neurolign,” “we,” “us,” or “our,” they refer to the party to your agreement that provides you with the Neurolign Service.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE SERVICES OR ANY PART THEREOF IN ANY MANNER.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY NEUROLIGN IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Neurolign will make a new copy of the Terms of Service available at the Website and within the Application and any new supplemental terms will be made available from within, or through, the affected Neurolign Service. The Website (the “Website”) can be found at www.neurolign.com. We will also update the effective date at the top of these Terms of Service. If we make any material changes, we will provide notice of such material changes on the Website and if you have a Membership with us (as defined in Section 3), we will also attempt to notify you by sending an email at the last e-mail address you provided to us in your account registration. Any changes to the Terms will be effective immediately for new users of the Neurolign Service and will be effective for existing users upon the earlier of (a) the effective date at the top of these Terms of Service and (b) your consent to and acceptance of the updated Terms if Neurolign provides a mechanism for your immediate acceptance in a specified manner (such as a click-through acceptance), which Neurolign may require before further use of the Neurolign Service is permitted. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS. YOU AGREE THAT NEUROLIGN’S CONTINUED PROVISION OF THE NEUROLIGN SERVICE IS ADEQUATE CONSIDERATION FOR THE CHANGES IN THE UPDATED TERMS.
Your use of Neurolign Service is subject to additional terms and conditions, which are incorporated into these Terms:
- WHO MAY USE THE NEUROLIGN SERVICES?
You must be at least 18 years old (or the age of legal majority in your jurisdiction of residence) to register with and use the Neurolign Service. Minors between the ages of 13 and 18 years old that can safely use the Neurolign Service may participate in certain aspects of the Neurolign Service provided that they do so under their parent’s or legal guardian’s supervision, and that such parent or legal guardian agrees to be bound by the Terms. If you choose to permit a minor under the age of 18 to use the Neurolign Service with you, you acknowledge and agree that you are solely responsible for such minor and must supervise them at all times while using the Neurolign Service. You also agree to be fully responsible for the acts and omissions of such minor in connection with the Neurolign Service. The Neurolign Service is intended for use in the U.S. and Canada only.
We may, in our sole discretion, refuse to offer the Neurolign Service to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that you comply with all applicable laws, rules and regulations related to the Terms, and the right to access and use the Neurolign Service is revoked where the Terms or use of the Neurolign Service is prohibited or conflicts with any applicable law, rule, or regulation.
- CREATING AN ACCOUNT
Full use of the Neurolign Service requires that you create an account by providing us with information such as your full name, date of birth, and a valid email address, as well as a strong password. You are responsible for all activity that occurs under your Membership or Account, including any activity by unauthorized users. Neurolign is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials. You agree that you shall monitor your Membership and Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Neurolign Service under your Membership or Account by minors. You must safeguard the confidentiality of your password and not share your Account login or password with any third party and log out of your Account after using the Neurolign Service. If you become aware of an unauthorized access to your Account or any other breach of security, we recommend that you immediately change your password and notify us at support.
To access the content and features of the Neurolign Service through the Device and Application, you must register as a member of the Neurolign Service and purchase a Membership (the “Membership”).
- NECESSARY EQUIPTMENT
Full use of the Neurolign Service is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Neurolign Service and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.
- LICENSE AND USE OF NEUROLIGN SERVICE
Neurolign is intended for your personal, noncommercial use.
LICENSE. Neurolign grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (1) access and use the Neurolign Service, (2) access and view the Neurolign Content, (3) access and use the software and mobile applications provided by the Neurolign Service, and (4) use the software that is embedded into Neurolign devices as authorized in these Terms. With respect to items (3) and (4), this license includes any third-party software embedded in any Neurolign Service. This license is provided solely for your personal, noncommercial use and enjoyment of the Neurolign Service as permitted in these Terms.
UPDATES. You understand that the Neurolign Service is evolving. As a result, Neurolign may require you to accept updates to the Neurolign Service. You acknowledge and agree that Neurolign may update Neurolign Service with or without notifying you. You may need to update third party software from time to time in order to use the Neurolign Service.
RESTRICTIONS. You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Neurolign Content, Neurolign Service or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Neurolign or its licensors, except for the licenses and rights expressly granted in these Terms.
Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Neurolign Service: (1) use, display, mirror, or frame the Neurolign Service or any individual element within the Neurolign Service, including the layout and design of any page, without Neurolign’s express written consent; (2) use Neurolign’s name, any Neurolign trademark or logo, or any Neurolign proprietary information without Neurolign’s express written consent; (3) access or tamper with non-public areas of the Neurolign Service, Neurolign’s computer systems, or the technical delivery systems of Neurolign’s providers; (4) test the vulnerability of any Neurolign system or breach any security or authentication measures; (5) circumvent any technological measure implemented by Neurolign or any of Neurolign’s providers or any other third party (including another user) to protect the Neurolign Service; (6) access the Neurolign Service or Neurolign Content through the use of any mechanism other than through the use of an Authorized Connection, Neurolign Service, or Neurolign API; or (7) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that Neurolign provides to you or any other part of the Neurolign Service.
NEUROLIGN COMMUNICATIONS. By using the Neurolign Service, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to operational communications concerning your Membership or the use of the Neurolign Service, updates concerning new and existing features on the Neurolign Service, communications concerning new products or services, communications concerning promotions run by us or our third-party partners, and news concerning Neurolign and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE NEUROLIGN SERVICE OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN EMAIL US AT email@example.com. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS AND CALLS MAY IMPACT YOUR USE OF THE NEUROLIGN SERVICE OR RELATED SERVICES.
- OUR ENFORCEMENT RIGHTS
We reserve the right (but are not required) to remove or disable access to the Neurolign Service, any Neurolign Content, or Your Content at any time and without notice, and at our sole discretion, if we determine that the Neurolign Content, Your Content, or your use of the Neurolign Service is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects the Neurolign Service, and in response may take any action we may deem appropriate.
- USE NEUROLIGN AT YOUR OWN RISK
If you rely on any Neurolign Content or the Neurolign Service, you do so solely at your own risk.
Our goal is to provide helpful and accurate information on the Neurolign Service, but we make no endorsement, representation, or warranty of any kind about any Neurolign Content, information, or services. The accuracy of the data collected and presented through the Neurolign Service is not intended to match that of medical devices or scientific measurement devices.
We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through the Neurolign Service. Neurolign Content and the Neurolign Service may change from time to time or vary by geographic location.
Use of the Neurolign Service should not replace your good judgment and common sense. Please read and comply with the Medical Disclaimer in section 8.
- MEDICAL DISCLAIMER: CONSULT YOUR DOCTOR BEFORE USING NEUROLIGN
PROFESSIONAL ADVICE DISCLAIMER. THE NEUROLIGN SERVICE OFFERS HEALTH AND WELLNESS INFORMATION AND IS DESIGNED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU SHOULD CONSULT YOUR PHYSICIAN BEFORE BEGINNING USE. YOU SHOULD NOT RELY ON INFORMATION OR PROGRAMS AVAILABLE IN OR VIA THE NEUROLIGN SERVICE, INCLUDING INFORMATION AND PROGRAMS TAILORED SPECIFICALLY FOR YOU, AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. DO NOT DISREGARD, AVOID, OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION AVAILABLE ON THE NEUROLIGN SERVICE OR COMMUNICATED TO YOU THROUGH THE NEUROLIGN SERVICE. THE USE OF INFORMATION PROVIDED THROUGH THE NEUROLIGN SERVICE IS SOLELY AT YOUR OWN RISK.
NOTHING STATED OR POSTED ON THE NEUROLIGN SERVICE OR AVAILABLE THROUGH THE NEUROLIGN SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. THE NEUROLIGN SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND NEUROLIGN MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH AND WELLNESS ADVICE THAT APPEARS ON THE NEUROLIGN SERVICE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE NEUROLIGN SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
- INTELLECTUAL PROPERTY OWNERSHIP
Except with respect to Your Content and other User Content, you acknowledge and agree that Neurolign and its suppliers own all right, title, and interest in and to the Neurolign Service (including but not limited to, any computer code, layouts, designs, user interfaces, themes, objects, characters, character names, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Neurolign software). You acknowledge that the Neurolign Service contains software and other content that is protected by intellectual property and other proprietary rights, including copyrights, patents, trade secrets, and trademarks, and that these rights are protected and retained by Neurolign in all forms, media, and technologies existing now or hereafter developed. All Neurolign-generated content, and content provided to Neurolign by our partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws; further, as between you and Neurolign, Neurolign owns a copyright in the selection, coordination, arrangement, and enhancement of all content in the Neurolign Service.
TRADEMARKS. The Neurolign name and logos and all affiliated properties, graphics, trademarks, service marks, trade dress, trade names, and designs used on or in connection with the Neurolign Service are the exclusive property of Neurolign, whether registered or unregistered, and may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product, or service. Any other trademarks appearing on the Neurolign Service are trademarks of their respective owners and their use is similarly restricted.
PARTNERS. Our partners or service providers may also have additional proprietary rights in the content that they make available through the Neurolign Service. All rights not expressly granted in the Terms are reserved. Nothing contained on the Neurolign Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks, or other intellectual property without our express prior written consent.
- DMCA/COPYRIGHT POLICY
Neurolign respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that their User Content does not infringe or misappropriate any third-party copyright or other intellectual property rights.
It is Neurolign’s policy to terminate membership privileges of any user who repeatedly infringes copyright upon prompt notification to Neurolign by the copyright owner or the copyright owner’s legal agent.
Filing a DMCA Notice to Remove Copyrighted Content – for copyright owners and legal agents. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with a written notice containing the following information:
- Your name, address, telephone number, and email address.
- A description of the copyrighted work that you claim has been infringed.
- A description of where on the Neurolign Site the material that you claim is infringing may be found, sufficient for Neurolign to locate the material (e.g., the URL).
- A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
- A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Your electronic or physical signature.
You may submit this information, or any counter notice, to Neurolign’s Copyright Agent via:
- Email, with the subject line “DMCA Notices” to: firstname.lastname@example.org.
- Offline: Neurolign USA LLC, 128 Gamma Drive, Pittsburgh, PA 15238 US / Attn: Legal
Neurolign may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.
For more information, please visit our Reporting Copyright & Trademark Infringement page or the U.S. Copyright Office website at http://www.copyright.gov.
Before submitting a notice of claimed copyright infringement, please note that doing so can have serious legal consequences. Be sure to consider whether the “fair use” doctrine or another similar limitation of copyright rights applies in your circumstances.
If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.
- TERMS OF SALE, RETURNS AND WARRANTY, AND PAID SERVICES
PAYMENT. You agree to pay us, through our payment processor or financing party (as applicable), for all Product and Membership orders in accordance with the prices and billing and payment terms in effect at the time the order is made. To submit an order for a Product or Membership, you must provide valid payment information, such as a credit card (Visa, MasterCard or any other issuer accepted by us) or PayPal account. By providing your payment information, you agree that Neurolign is authorized to invoice your payment method for all fees and other charges as they become due and payable to Neurolign hereunder and that no additional notice or consent is required. You agree to immediately notify Neurolign of any change in your billing address, debit card, credit card, or PayPal account used for payment.
TAXES. Unless otherwise specified at the time of purchase, all applicable shipping and handling costs, taxes, and other charges, if any, are in addition to the prices shown for the Products and Memberships on the Website. If any order or payment under the Terms is subject to Sales Tax in any jurisdiction, you will be responsible for such Sales Tax and Neurolign will include the Sales Tax within the schedule of fees owed by you. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds that is the functional equivalent of a sales tax.
BILL INQUIRIES AND REFUNDS. If you believe you have been billed in error for a Membership or other Neurolign Service, please notify us within sixty (60) days of the billing date by contacting us at email@example.com. Neurolign will not issue refunds or credits after the expiration of this 60-day period, except where required by applicable law or otherwise expressly permitted in our Refund.
DISCOUNTS AND PROMO CODES.We may, in our sole discretion, create discounts and promotional codes that may be redeemed for credit in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per Membership. Only Promo Codes sent to you through official Neurolign communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) are not redeemable for cash; and (vi) may expire prior to your use.
MEMBERSHIPS. Please see the Membership Terms and Conditions for additional fee and payment terms and conditions relating to your Membership. In the case of any conflicts between this Section 11 and the Membership Terms and Conditions regarding your Membership, the Membership Terms and Conditions shall prevail.
- FEEDBACK AND SUBMISSIONS POLICY
If you submit comments, ideas, or feedback to us, you agree that we can use, disclose, reproduce, distribute, and exploit them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by Neurolign, or obtained from sources other than you. Our Feedback and Submissions Policy is also part of the Terms.
- THIRD-PARTY SERVICES
APP STORES. You acknowledge and agree that the availability of the Application and the Neurolign Service is dependent on the third party from whom you received the Application license, e.g., the Apple App Store, the Google Play Store (the “App Store”). You acknowledge that the Terms are between you and Neurolign and not with the App Store. Neurolign, not the App Store, is solely responsible for the Neurolign Service, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce it.
- CHANGES TO THE NEUROLIGN SERVICE
Neurolign may change or discontinue, temporarily or permanently, any feature, component, or content of the Neurolign Service at any time without notice. Neurolign is not liable to you or to any third party for any modification, suspension, or discontinuance of any feature, component, or content of the Neurolign Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by Neurolign products without prior notice to you.
- TERM AND TERMINATION
TERM. The Agreement to the terms commences on the date when you accept it (as described in the preamble above), or on the date you first used the Neurolign Service if earlier and remains in full force and effect while you use any of the Neurolign Services unless terminated earlier in accordance with the Terms. Neurolign may make available a very limited amount of content or features to non-members from time to time. Such use shall be subject to the terms and conditions of the Agreement.
TERMINATION FOR BREACH. Neurolign may, in Neurolign’s sole discretion, suspend, disable, or delete your Membership and/or Account (or any part thereof) or block or remove any of Your Content (defined below) if Neurolign determines, in its sole discretion, that you have violated the Terms or that your conduct or Your Content would tend to damage Neurolign’s reputation and goodwill.
EFFECT OF TERMINATION / ACCOUNT DELETION. Upon termination of the Agreement, all licenses granted by Neurolign and your right to use the Neurolign Service will automatically terminate. If your account is deleted for any reason, Your Content may no longer be available. Neurolign will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. For clarity, if you or the administer of your Membership, cancels your Membership or it is terminated for any other reason, you will lose access to all training and exercises, and any other content or features provided through the Neurolign Service. All provisions of the Terms which by their nature should survive, shall survive termination of Neurolign Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
NO SUBSEQUENT REGISTRATION. If your registration with, or ability to access, the Neurolign Service or any other Neurolign services or community, is discontinued by Neurolign due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Neurolign Service or any other Neurolign service or community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Neurolign Service to which your access has been terminated. In the event that you violate the immediately preceding sentence, Neurolign reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
- DISCLAIMER OF WARRANTIES AND CONDITIONS
AS IS. THE NEUROLIGN SERVICE AND NEUROLIGN CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE NEUROLIGN SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Neurolign Service or Neurolign Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the Neurolign Service or any Neurolign Content.
You will indemnify and hold harmless Neurolign or its officers, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (i) your access to or use of the Neurolign Service, (ii) Your Content, (iii) your breach or alleged breach of any warranties made by you hereunder or your violation of any other provision of these Terms, or (iv) your violation of any law or the rights of a third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
- LIMITATION OF LIABILITY
DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NEUROLIGN PARTIES WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS OR OTHER INTANGIBLE LOSSES OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT NEUROLIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR THE NEUROLIGN SERVICE, INCLUDING ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE NEUROLIGN SERVICE, ON ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
CAP ON LIABILITY. YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NEUROLIGN PARTIES’ LIABILITY TO YOU OR ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE NEUROLIGN SERVICE, INCLUDING ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS, WILL NOT EXCEED, IN THE AGGREGATE (FOR ALL CLAIMS), THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO NEUROLIGN OVER THE THREE (3) MONTHS PRECEDING THE DATE YOUR FIRST CLAIM AROSE.
USER CONTENT. EXCEPT FOR NEUROLIGN’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE NEUROLIGN’S , NEUROLIGN ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND ANY OTHER USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
EXCLUSION OF DAMAGES; BASIS OF THE BARGIN. IF YOU LIVE IN A JURISDICTION THAT DOES NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY ASPECT OF THE LIMITATIONS SET FORTH ABOVE DOES NOT APPLY, ALL REMAINING ASPECTS SURVIVE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEUROLIGN AND YOU.
- ARBITRATION CLAUSE AND CLASS ACTION WAIVER
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Neurolign and limits the manner in which you can seek relief from us.
APPLICABILITY OF ARBITRATION AGREEMENT. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Neurolign Service, to any products sold or distributed through the Neurolign Service, or to any aspect of your relationship with Neurolign, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Neurolign 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). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Agreement or any prior version of the Agreement.
ARBITRATION PROCEDURES. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Irvine, California, or any other location we agree to.
AUTHORITY OF ARBITRATOR. The arbitration will decide the rights and liabilities, if any, of you and Neurolign. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). 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 arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
WAIVER OF JURY TRIAL. YOU AND NEUROLIGN 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 Neurolign are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as under the “Applicability of Arbitration Agreement” section above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
WAIVER OF CLASS OR OTHER NON-INDIVIDUALIZED RELIEF. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
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 firstname.lastname@example.org, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Neurolign username (if any), the email address you used to set up your Neurolign account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
SEVERABILITY. Except as provided under the “Waiver of Class or Other Non-Individualized Relief” section above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
SURVIVAL OF AGREEMENT. This Arbitration Agreement will survive the termination of your relationship with Neurolign.
MODIFICATION. Notwithstanding any provision in the Agreement to the contrary, we agree that if Neurolign makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Neurolign at the following address: Neurolign USA LLC, 128 Gamma Drive, Pittsburgh, PA 15238 USA / Attn: Legal
GOVERNING LAW. The Agreement and any dispute or request for relief relating in any way to the Agreement will be governed by the laws of the State of California, United States of America, without giving effect to any conflicts of law principles that would require the application of the law of any other jurisdiction. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods will not apply. Subject to the Arbitration Agreement in Section 19, any other action arising out of or relating to the Agreement, or your use of the Neurolign Service must be commenced in the state or federal courts located in Orange County, California, United States of America, and you consent to the jurisdiction of those courts.
INTERNATIONAL USERS. The Neurolign Service can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Neurolign intends to announce such service or content in your country. The Neurolign Service is controlled and offered exclusively in the United States of America and Canada. Neurolign makes no representations that the Neurolign Service is appropriate or available for use in other locations. Those who access or use the Neurolign Service from other countries do so at their own volition and are responsible for compliance with local law.
- GENERAL TERMS
INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES. Headings are for convenience only and will not be used to construe the terms of the Agreement. If any term of the Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from the Agreement. No failure or delay by Neurolign in exercising any right hereunder will waive any further exercise of that right. Neurolign’s rights and remedies hereunder are cumulative and not exclusive.
SUCCESSORS; ASSIGNMENT; NO THIRD-PARTY BENEFICIARIES. The Agreement is binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer the Agreement without Neurolign’s prior written consent. Unless explicitly stated otherwise, no third party has any rights hereunder. Neurolign may assign our rights, obligations and/or the Agreement at any time in our sole discretion without notice to you.
NOTICES. You consent to receive all communications including notices, agreements, disclosures, or other information from Neurolign electronically. Neurolign may communicate by email or by posting to the Neurolign Service. For support-related inquiries, you may email email@example.com. For all other notices to Neurolign, you must write to the following address:
Neurolign USA LLC,
128 Gamma Drive,
Pittsburgh, PA 15238 US
Nothing in the Agreement or otherwise limits Neurolign’s right to object to subpoenas, claims, or other demands. For contractual purposes, you (a) consent to receive communications from Neurolign in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Neurolign provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect 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. (“E-Sign”).
FORCE MAJEURE. Neurolign 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, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, pandemics, epidemics, or governmental orders.
QUESTIONS, COMPLAINTS, CLAIMS. If you have any questions, complaints or claims with respect to the Neurolign Service, please contact us at: Neurolign USA LLC, 128 Gamma Drive, Pittsburgh, PA 15238 US, Attn: Legal or by email at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
CONSUMER COMPLAINTS. In accordance with California Civil 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 them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
EXPORT CONTROL. By using the Neurolign Service, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that products, services, or technology provided by Neurolign are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Neurolign devices, products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
ENTIRE AGREEMENT. The Agreement incorporates the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the Neurolign Service from time to time:
Membership Terms and Conditions
If there is a conflict between any policies posted on the Neurolign Service and the terms of the Agreement, the terms of the Agreement will control. The Agreement represents the entire understanding between Neurolign and you and supersedes all prior agreements and understandings regarding the same.
- ADDITIONAL TERMS
Additional terms may apply to certain products or services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.
- CONTACT US
PLEASE CONTACT US IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS.
You may contact us at email@example.com or at our mailing address below.
MEMBERSHIP TERMS AND CONDITIONS
By purchasing a Membership, you agree to the following terms and conditions (the “Membership Terms”), which supplement and form a part of the Terms of Service Agreement. Capitalized terms used but not defined in these Membership Terms have the meanings given to them in the Terms of Service Agreement.
WHEN YOU SIGN-UP TO THE NEUROLIGN SERVICE FOR THE COMMITMENT PERIOD (AS DEFINED BELOW), YOUR MEMBERSHIP WILL BE AUTOMATICALLY RENEWED ON A MONTH-TO-MONTH OR ANNUAL BASIS AT THE EXPIRATION OF THE COMMITMENT PERIOD (AND EACH SUCCESSIVE MONTHLY OR ANNUAL PERIOD) AT NEUROLIGN’S THEN-CURRENT MEMBERSHIP PRICE UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR DECLINE TO RENEW YOUR MEMBERSHIP IN ACCORDANCE WITH SECTION 2 BELOW.
- MEMBERSHIP COVERAGE
MEMBERSHIPS. By purchasing a Membership, you will have access to Neurolign’s available assessment, content, and features via the Device and the Application, as applicable, to which your Membership is entitled for as long as the Membership remains active. The Membership holder will be the person who activated the Membership (the “Membership Holder”).
MEMBERSHIP COVERAGE. The Membership Holder will be solely responsible for all activity occurring under the Membership, including that of any individuals accessing and using the Membership under the Membership Holder’s Membership, and their compliance with the Agreement.
- COMMITMENT PERIODS; AUTO-RENEWAL
AUTO-RENEWAL FOR MEMBERSHIP SERVICES. YOU AGREE THAT, UNLESS YOU OPT OUT OF AUTO-RENEWAL IMMEDIATELY AFTER YOUR MEMBERSHIP PURCHASE, YOUR MEMBERSHIP WILL BE AUTOMATICALLY RENEWED AT THE EXPIRATION OF THE COMMITMENT PERIOD (AND EACH SUCCESSIVE MONTHLY OR ANNUAL PERIOD) ON A MONTH-TO-MONTH BASIS AT THE THEN-CURRENT NON-PROMOTIONAL PRICE FOR YOUR MEMBERSHIP LEVELIf you do not wish your Membership to renew automatically, or if you wish to change or terminate your Membership, contact us at firstname.lastname@example.org or log in and go to the “Billing” page on your “Account Settings” page. If you terminate your Membership during the Commitment Period or any then-current term, you may use your Membership until the end of the Commitment Period or then-current term and your Membership will not be renewed after the Commitment Period or then-current term expires. You will not be eligible for a prorated refund of any portion of the Membership fee paid for the Commitment Period or then-current term, and you will remain responsible for all outstanding Membership fees (if any) for the remainder of the Commitment Period or then-current term. Prepaid amounts will not be refunded, except as otherwise described herein or in the Refund Policy.
By purchasing a Membership, you authorize Neurolign to charge your payment provider now and on a monthly or annual basis, in advance, for your Membership. If the amount to be charged varies from the amount you preauthorized (other than due to the imposition or change in Sales Tax), you have the right to receive, and we will provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Upon renewal of your Membership, if we do not receive payment from your payment provider, (a) you agree to pay all amounts due on your account upon demand and/or (b) you agree that we may either terminate or suspend your Membership and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, any new Membership commitment period will begin as of the day payment was received).
Your failure to terminate and/or continued use of your Membership reaffirms that we are authorized to charge you for that Membership. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you.
TERMINATION/RETURN WITHIN THE REFUND PERIOD. Notwithstanding anything herein to the contrary, if you terminate and return your Device in accordance with our Return Policy, then any associated Membership fees will be fully refunded to you.