Terms of Use

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Thank you for your interest in Neurotrack Technologies. Please read the Terms of Use below carefully. These terms govern the use of our website and the online services that we provide. These Terms of Use (or “Terms”) are a legally binding contract between you and Neurotrack Technologies (“Company”, “we” or “us”) regarding your use of the Service. Our services provide educational content and information. We cannot and do not diagnose your health conditions. The services are not a substitute for professional medical advice, and are not intended to render a medical opinion and/or diagnosis.

We reserve the right, at our discretion, to modify, replace, update or change any of these Terms or discontinue the Services (including without limitation, the availability of any feature or content) at any time and for any reason. Company shall not be liable to you for any such modification, replacement, suspension or discontinuation of your rights to access and use the Services. However, if we make any material changes to these Terms, we will notify registered users by e-mail, post a notice on our home page, and/or alert you to such changes by other similar means. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services, you agree to accept all such revisions.

If you accept these Terms, but later decide that you want to terminate your account, please contact support@neurotrack.com, and Company will verify and complete your request.

Our Services

Your access to, and use of the Services is expressly conditioned on your acceptance of and compliance with these Terms. These Terms apply to all users of the Services, including users who are also contributors of content, information, and other materials or services in the Services. If you do not agree with these Terms, you are not authorized to access or use any portion of the Services in any manner, for any purpose.

In order to receive our Services, you must register as more fully described below in the section entitled “Registration.” The Services are available only to individuals who are at least 40 years old, although anyone of at least 18 years of age can use the site for informational purposes only. You represent and warrant that you have the legal ability (capacity) to enter into a binding contract and are at least 18 years old, and that all registration information you submit is accurate. Company may, in its sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time for any reason. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.

Our Services may include, without limitation, the following: online cognitive health assessment tools and tests; cognitive health programs and services; access to health information shared by you; information collected about and inputted by you through our online programs; involvement in online communities related to your cognitive health and health goals; online content and information on our website neurotrack.com; and any other features, content, or applications offered from time to time by Company. In addition, we may offer the ability to interact with relevant Company personnel, contractors, and the ability to interact with other users of our Services.

Our Health Coaching

As part of our Services, Neurotrack, in partnership with Welkin Health, enable you to communicate directly with health coaches via text messaging and e-mail.

Telephone Consumer Protection Act Consent

I hereby consent to receive autodialed and/or pre-recorded calls or automated SMS text or email messages from or on behalf of Neurotrack at the telephone number provided, including my wireless number, if applicable. I understand that consent is not a condition of any purchase.

I further consent to receiving information about the Services, coaching, and other health-related matters via SMS text messages, including messages that are sent by an automated telephone dialing system. Message and data rates may apply. Consent is not required for the purchase of any goods or services.

HIPAA Privacy and Security Rule Disclosure

Email and text messaging allows Neurotrack to exchange information efficiently for your benefit. Welkin Health encrypts communications on its systems. However, at the same time, we recognize that email and text messaging are not a completely secure means of communication because these messages can be addressed to the wrong person or accessed improperly while in storage on your device or during transmission.

If you would like us to send email and/or text messages that contain your health information, please agree to these Terms and Conditions. You are not required to authorize the use of email and/or text messaging and a decision not to sign this authorization will not affect your health care in any way. If you prefer not to authorize the use of email and/or text messaging we will continue to use U.S. Mail or telephone to communicate with you.

You acknowledge that you have been informed of the risks of transmitting your health information by unsecured means. You understand that you may terminate this consent at any time by contacting your coach and requesting that Neurotrack no longer use SMS or email to communicate with you about your health information.

We Are Not Offering Medical Advice

Our Services do not include the medical care by our Company or contractors. The Services enable registered users to access online cognitive health assessment tools and tests through a webcamera, cognitive health programs and services, content and information on our website neurotrack.com, and in some cases a health coach who may provide services via sms, phone, email, or other electronic means. Company’s health coaches are not licensed physicians or licensed health care providers, and our Services are not intended to replace licensed physicians or licensed health care providers.

Company does not employ or contract with physicians to provide medical care to you. Company does not offer medical advice or diagnoses or engage in the practice of medicine. Our services are not intended to be, and do not constitute, a substitute for professional medical advice, diagnosis, or treatment and are offered for informational purposes only. Always seek the advice of your physician or other qualified health provider with any questions regarding your medical condition or the use (or frequency) of any medication or medical device.

Protection of Your Privacy

Company’s current privacy policy is located at http://neurotrack.com/#/privac... (the “Privacy Policy”) and is expressly incorporated into these Terms. The Privacy Policy discloses Company’s practices regarding the collection, use and disclosure of your personal information. By agreeing to these Terms, you are also agreeing to the terms of Company’s Privacy Policy and consenting to the use and disclosure of information provided to Company as set forth herein. For inquiries in regard to the Privacy Policy, or to report a privacy-related problem, please contact support@neurotrack.com.

By posting, using, and disclosing data, including your individually identifiable health information through User Submissions on or at any of the Sites or otherwise through the Services, you hereby irrevocably and unconditionally acknowledge that all such data is owned by Company, subject to Company’s compliance with the current Privacy Policy, the HIPAA Notice, and all applicable federal and state privacy laws.

The Basics of Using Neurotrack Services

As a condition of use, you agree not to use the Services for any purpose that is prohibited by these Terms or by applicable law. The Services (including, without limitation, any Content or User Submissions (both as defined below)) are provided only for your own personal, non-commercial, limited use in accordance with these Terms. You are responsible for all of your activity in connection with the Services. For purposes of these Terms, the term “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, materials, data (obtained about you through the Services or from third parties), text, photographs, images, software, scripts, art, graphics, logos, button icons and interactive features generated, provided, or otherwise made accessible by or to Company or its partners on or through the Services.

For example, you shall not, and shall not permit any third party to, directly or indirectly (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services, that: infringes any patent, trademark, trade secret, copyright; is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); involves commercial activities and/or sales without Company’s prior written consent; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party; or impersonates any person or entity, including any employee or representative of Company.

You shall not (directly or indirectly): (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (b) modify, translate, or otherwise create derivative works of any part of the Services; or (c) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Company reserves the right to remove any Content from the Sites or the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that you may have violated these Terms), or for no reason at all.

Registering and Services Communication

To use the Neurotrack Services, you will be required to register with Company and select a password and screen name (“Company User ID”). You shall not select or use as a Company User ID a name of another person with the intent to impersonate that person; use as a Company User ID a name subject to any rights of a person other than you without appropriate authorization; or use as a Company User ID a name that is otherwise offensive or obscene. Company reserves the right to refuse registration of, or cancel a Company User ID in its sole discretion. You are solely responsible choosing your Company User ID and for activity that occurs on your account. Additionally, you shall be responsible for setting your account password, as well as maintaining its confidentiality. You shall never use another user’s account without such other user’s express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you become aware.

As a condition of using our Sites and participating in our Services, you will be required to provide Company with your email address, age, gender, and family history of cognitive decline as part of registration. As part of the Services, you will receive from us email and other communications (e.g. voice calls) relating to your participation in our Services. By disclosing this contact information or otherwise sending electronic communications through the Services or our website, you acknowledge and agree that we may send you communications through registered mail, email, voice calls, SMS messages and other electronic communications or otherwise, that we determine, in our sole discretion, are related to your participation in our Services. As part of using our Sites and or Services you agree to receive all agreements, notices, disclosures and other communications that we provide to you in electronic form, and acknowledge that receipt of such documents in electronic form satisfies any legal requirement that such communications be in writing.

When you contact us or our partners by email, we have no way of protecting your information until it reaches us since email does not have the security features that are built into our services and may not be secure. By sending any information to us via email, or agreeing to receive electronic communications from us through email, you acknowledge and accept any risk and damage arising from disclosure of such information in the course of transmission.

Cost of the Services

Company reserves the right to require payment of fees for certain features of the Services. Should you elect to subscribe to such features, you shall pay all applicable fees, as described on the Sites in connection with such features. Company reserves the right to change its price list and to institute new charges at any time at Company’s sole discretion, upon prior notice to you posted on the Sites. Use of the Services by you following such notification constitutes your deemed acceptance of any new or increased charges, unless you specifically reject such features.

Company will refund your purchase of the Imprint Memory Assessment if you have not completed the assessment. Refunds can we requested from support@neurotrack.com. Refunds provided under this policy will be issued to the same credit card(s) used for the purchase. After the refund is requested and we confirm that your Imprint Memory Assessment has not been completed, we will issue a refund and you will be notified via email. International orders paid for in non-US dollars are refunded at the exchange rate for USD effective at the time of the refund request. If a refund is issued after a change to the currency rate, customers may receive a refund amount greater or lesser than what they paid in their local currency. Neurotrack is not responsible for currency rate changes that occur after the order is placed.


What else do you need to know?

Intellectual Property and Content

The Services and the Content are protected under United States and international intellectual property, copyright, trademark, patent, trade secret and other laws. The Site, the Services and the Content are the sole property of Company. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services. You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit the Services or other proprietary rights not owned by you, (a) without the consent of the respective owners or other valid right, and (b) in any way that violates any third party right.

You may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download, for personal use only in accordance with these Terms, provided that you maintain all copyright, trademark and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use in accordance with these Terms is expressly prohibited without prior written permission from Company, or from the copyright holder identified in such Content’s copyright notice. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted or otherwise made available via the Services.

Subject to your compliance with these Terms, as revised (and any other terms governing your use of the Services) you are granted a personal, non-exclusive, non-transferable, non-sublicenseable, revocable, limited right to enter our Site and use the Services. All rights in and to the Sites and the Services not expressly granted in these Terms are hereby reserved and retained by Company.

Neurotrack, Neurotrack Technologies, Imprint, and the Cognitive Health Program (the “Company Marks”) are trademarks or registered trademarks of Neurotrack Technologies, Inc. Other trademarks, service marks, graphics and logos appearing on the Sites or the Services may be the property of third parties (the “Third Party Marks”). Neither your use of the Sites or the Services nor these Terms grant you any right, title or interest in or to, or any license to reproduce or otherwise use, the Company Marks or any Third Party Marks.

Termination

Company may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. Upon termination of your right to use our Services or Sites or our termination of the Services or Sites, all licenses and other rights granted to you by these Terms will immediately terminate.

If you wish to terminate your account, you may do so by following the instructions on the Sites. Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

Company has no special relationship with or fiduciary duty to you. THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR THE STATED PURPOSE. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.


Indemnification

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You shall defend, indemnify, and hold harmless Company, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (a) your use or misuse of, or access to, the Services, Content or otherwise from your User Submissions; (b) your breach of these Terms; (c) your violation or alleged violation of any applicable Federal, State or local laws, rules and/or regulations; or (d) infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity; or (e) any other harmful acts caused by User in association with the Services. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Company in asserting any available defenses.

Limitation of Liability

IN NO EVENT SHALL COMPANY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT): (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) FOR YOUR RELIANCE ON THE SERVICES; OR (D) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) TEN U.S. DOLLARS ($10.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IF YOU RESIDE IN SUCH A JURISDICTION.

NOTHING HEREIN SHALL LIMIT THE POTENTIAL PROFESSIONAL LIABILITY OF A PHYSICIAN OR OTHER LICENSED HEALTH CARE PROVIDER ARISING FROM OR RELATED TO MEDICAL SERVICES YOU MAY RECEIVE CONSEQUENT TO THE USE OF THE SERVICES. WE ARE NOT LIABLE TO ANY PERSON OR USER FOR ANY HARM CAUSED BY THE NEGLIGENCE OR MISCONDUCT OF ANY LICENSED MEDICAL PROFESSIONAL OR ANY OTHER PARTY.

NOTWITHSTANDING THE ABOVE, COMPANY’S TOTAL AND CUMULATIVE LIABILITY, IF ANY, FOR ANY CLAIMS, CAUSES OF ACTION, ASSERTIONS, OR OTHER ACTS SHALL NOT EXCEED $10.00 FOR ANY USER, AS CONSIDERATION FOR THE SERVICES BEING PROVIDED UNDER THESE TERMS FOR THE USER.

Governing Law; Dispute Resolution

A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by binding arbitration in San Mateo County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California or in a state court in the County of San Mateo, California. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this Section.


Integration and Severability

These Terms, the Privacy Policy, and any agreement referenced herein, constitute the entire agreement between you and Company with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Company’s prior written consent. Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. There are no other third-party beneficiaries to these Terms except, if applicable, a party to an applicable Benefit Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Digital Millennium Copyright Act Policy

If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) 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 the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Company’s designated agent at:

Attn: Copyright Agent
Neurotrack Technologies, Inc., 399 Bradford Street, Suite 101, Redwood City, CA 94063;
support@neurotrack.com

Contact: Please contact us at the following address: Neurotrack Technologies, Inc., 399 Bradford Street, Suite 101, Redwood City, CA 94063; Support@neurotrack.com

Effective Date: November 28, 2016