Terms and Conditions

This page explains the terms by which all users ("you" and "your") may download, install, copy, access or use Neurofidelity LLC (dba NeuFidelity) ("we", "our" and "us") software, including any future updates, upgrades or versions of the software (collectively, the "Software") and any associated products and services made available by us or on our behalf from time to time including, but not limited to, our websites, widgets, computer programs, platforms, mobile applications, and training courses and programs (collectively, the "Services") and accompanying documents, information, manuals or other related materials provided by us as part of, or in connection with the Software.

By accessing or using the Software and/or the Services, you signify on your behalf and any person or entity that you represent that you have read, understood, and agree to be bound by these Terms of Service (the "Agreement"). We reserve the right to make unilateral modifications to these terms and will provide notice of these changes as described below.

The Software and the Services are for information purposes only and are not intended to be used for any other purpose, including medical or diagnostic-related purposes.

1. Use of the Software and Services

(a) Eligibility

This is a contract between you and us. By installing, downloading, copying, accessing or using the Software and/or the Services, or otherwise accepting this Agreement, you acknowledge that you have read, understood and agree to be bound by the terms of this Agreement. You may use the Software and the Services only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable laws.

Any use or access to the Software or the Services by anyone under eighteen (18) years of age is strictly prohibited and in violation of this Agreement. By entering or using the Software or the Services you represent that you:

• Have the right, authority and capacity to enter into this Agreement
• Are not prohibited from entering or using the Software or the Services under any applicable laws
• Are at least eighteen (18) years of age
• Understand the risks associated with using the Software and the Services

(b) License Grant

Subject to the terms and conditions of this Agreement and subject to your payment of all applicable fees, we hereby grant you a limited, personal, non-transferable, non-sub-licensable, and non-exclusive license to install and use a single copy of the Software for your information and personal and internal business and research purposes, together with any applicable Services (the "License").

The rights granted to you in this Agreement are subject to the following restrictions:

• You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Software or the Services
• You shall not remove or alter any copyright notice or any other notices
• You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Software or the Services
• You shall not access the Software or the Services in order to build a similar or competitive website, product, or service
• You shall not interfere with or disrupt the integrity or performance of the Software or the Services
• You shall not attempt to gain unauthorized access to the Software, the Services or its related systems or networks
• You shall not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures

(c) User-Generated Content

For the purposes of this Agreement, "User Content" means any text, feedback, ideas, suggestions, documents, proposals, photographs, electroencephalogram (EEG) recordings or other data and information you or anyone acting on your behalf submits to us. You represent that your User Content will not infringe any third party's rights, will not violate any applicable laws, will not be obscene, will not contain harmful computer code, and will not be defamatory or otherwise offensive.

2. Accounts

You may be required to establish an account and pay any fees through payment processors in order to use the Software and/or the Services. If so, you agree to provide true, accurate, current and complete information about yourself and maintain and promptly update such information.

You are responsible for maintaining the confidentiality of your unique username, password, access code or other sign-in mechanism and all other account information and are fully responsible for all activities that occur under your account. You agree to immediately notify us at [email protected] of any unauthorized use of your account or any other breach of security.

3. Fees

You will pay amounts specified in each invoice or subscription issued by us. You must make payments in advance, unless the applicable invoice or subscription contains payment terms that are different. Unpaid amounts are subject to interest and may result in immediate termination of your access to the Services. All amounts paid by you are non-refundable unless otherwise specified.

4. Intellectual Property

The Software and the Services are protected by copyright, patent, trademark, trade secret and other intellectual property rights and laws. As between you and us, we retain all right, title, interest, ownership and intellectual property rights in and to the Software and the Services. The License confers no title or ownership in the Software or the Services and is not a sale of any rights in the Software or the Services.

5. Confidentiality

In connection with the Software and the Services provided to you under this Agreement, you may be exposed to certain information that is confidential and/or proprietary to us. During the term of this Agreement and for a period of five (5) years thereafter, you will keep confidential and not reveal or disclose to any third party any such Confidential Information.

6. Medical Disclaimer

THE SOFTWARE AND THE SERVICES ARE NOT MEDICAL DEVICES AND ARE NOT INTENDED TO BE USED FOR MEDICAL OR DIAGNOSTIC-RELATED PURPOSES. The Software and the Services are for informational purposes only. You should always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have learned from the Software or the Services.

7. Disclaimer of Warranties

THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOFTWARE OR THE SERVICES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify and hold harmless us and our officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from your use of the Software or the Services or your violation of this Agreement.

10. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11. Termination

We may terminate or suspend your access to the Software or the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach this Agreement. Upon termination, your right to use the Software and the Services will immediately cease.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

13. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

14. Contact Information

If you have any questions about these Terms and Conditions, please contact us at [email protected]