Terms & Conditions

Terms of Use

Last Updated as of November 30, 2022

These Terms of Use (as revised from time to time, these “Terms”) govern your access to and use of https://precisionneuro.io/ inclusive of all webpages contained within such domain(collectively, the “Website”) and are entered into by and between you and Precision Neuroscience Corporation (“Precision Neuro,” “we,” “us” or “our”). By accessing or using the Website or any of its Content (as defined below), you agree that you have read and understood and are bound by these Terms. You acknowledge that you have read and understand Precision Neuro’s Privacy Statement (available at https://precisionneuro.io/privacy-policy (the “Privacy Statement”), which describes and governs our collection, use, and disclosure of your information in connection with the Website. These Terms constitute a legally enforceable agreement between Precision Neuro and you. If you do not agree with any of these Terms, please do not access or use the Website or any Content. By accessing or using the Website or any Content, you agree to these Terms. BE ADVISED THAT THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON CLAIMS AND LIABILITY THAT MAY BE APPLICABLE TO YOU.

CAUTION – THE WEBSITE PROVIDES INFORMATION CONCERNING AN Investigational device, WHICH IS Limited by federal (U.S.) law to investigational use.NO PRECISION NEURO DEVICE OR OTHER PRODUCT OR SERVICE IS CURRENTLY APPOVED FOR CLINICAL USE IN THE UNITED STATES. THE WEBSITE DOES NOT PROVIDE, and no content shall be construed as, MEDICAL, legal OR PROFESSIONAL SERVICES ADVICE.

Precision Neuro reserves the right, in our sole discretion, to make changes to the Website (including any Content) or these Terms at any time without notice to you and without any liability to you or any third party. The “Last Updated” date above indicates when these Terms were last changed. All changes are effective immediately upon posting of the revised Terms. Continued access to or use of the Website or Content following such posting will indicate your acknowledgment and agreement to be bound by the revised Terms. For this reason, you should review these Terms whenever you access or use the Website or Content.

User Representations

By accessing or using the Website or Content, you hereby represent, warrant, and covenant that: (a) you are older than 18 years of age; and (b) you are accessing and using the Website or Content from the United States.

Website Use and Restrictions

All right, title, and interest in and to the Website and the content, features and functionality, including, but not limited to, products, information, materials, text, graphics, photographs, illustrations, videos, displays, images, audio, music, button icons, data compilations, files, software and other works of authorship, the design, selection, arrangement and compilation of any of the foregoing (collectively "Content"), and all proprietary and intellectual property rights in or to any of the foregoing are owned and retained by Precision Neuro or any of our affiliates or licensors and are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. No right, title or interest in or to the Website or any Content is transferred to you, and all rights not expressly granted herein are reserved by Precision Neuro. The trademarks, logos, service marks and product marks displayed on the Website or any Content are the registered and unregistered marks of Precision Neuro, our affiliates or our licensors, and are protected by U.S. and international trademark laws. Unauthorized use of any such marks is strictly prohibited, and you hereby agree (i) that all goodwill that arises in connection with your use of any such mark inures exclusively to Precision Neuro and (ii) not to challenge Precision Neuro’s ownership or control of any such mark. All other marks not owned by us or any of our affiliates or licensors that appear on the Website or Content are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. You hereby agree that any and all feedback, suggestions, improvements, comments, and ideas you provide to us regarding the Website, any Content, or any other information or material provided by us (collectively, the “Feedback”) is exclusively owned by us. You hereby irrevocably assign to us all right, title, and interest in and to the Feedback.

Except as expressly permitted by Precision Neuro, you are expressly prohibited from copying, selling, assigning, licensing, renting, reproducing, distributing, modifying, disassembling, decompiling, reverse engineering, creating derivative works of, publicly displaying, publicly performing, marketing, downloading, storing, transmitting, disclosing, or otherwise exploiting any part of the Website or any Content. You shall not: (a) remove or alter any copyright, trademark or other proprietary rights notice on any Content or the Website; (b) use any picture, photograph, illustration, video or audio sequence, or graphic separately from the accompanying text; or (c) make any representation or warranty relating to the Website or any Content. You may not “frame” or “mirror” any Material contained on this Site on any other website or server without our prior written permission. You may not permit or authorize any third party to access or use the Website or any Content. When accessing or using the Website or any Content, you agree not to: (i) disrupt, damage, interfere with, violate the security of, or attempt to gain unauthorized access to or use of the Website, any Content or any computer network; (ii) circumvent any technological measure implemented by Precision Neuro or any of our providers or any other third party (including another user of the Website or Content) designed to protect the Website or any Content; (iii) use the Website or any Content in any manner that could disable, overburden, damage or impair the Website or any Content or interfere with any other party’s use of the Website or any Content; (iv) upload, transmit, distribute or run any computer virus, worm, Trojan horse, logic bomb, malware, or any computer code or other material that could harm or alter a computer, portable device, computer network, communication network, data, the Website, any Content, or any other system, device or property (collectively, “Malicious Code”); (v) use any software robots, spiders, crawlers, or other automatic device, process or means to access or use the Website or any Content for any purpose, including monitoring or copying any Content; (vi) impersonate or attempt to impersonate Precision Neuro, a Precision Neuro employee or contractor, another Website or any Content user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); (vii) access or use the Website or any Content fraudulently or in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (viii) engage in any other conduct that restricts or inhibits anyone’s access to or use of the Website or any Content or which, as determined by us, may harm us or any user of the Website or any Content or expose us or any user to liability; or (ix) otherwise attempt to interfere with the proper working of the Website or any Content.

Links to Third-Party Websites, Products and Services

The Website or Content may contain links to third-party websites, articles, products and services (“Third-Party Products”). Each link to any Third-Party Product is provided solely as a convenience to you. We have no control over any such Third-Party Product, nor do we review, approve, monitor, endorse or make any representation or warranty with respect to any such Third-Party Product; therefore, we are not responsible or liable to you or to any third party for any Third-Party Product or any material, information, advertising, product, service, or other content on, associated with, or available from any such Third-Party Product. All Third-Party Product statements, including without limitation any claim related to the intended use, safety, effectiveness, reliability, performance or any other representation, whether express or implied, related to Precision Neuro or any Precision Neuro device or other product or service are solely the opinion of the third party and are not provided, endorsed, or otherwise approved by Precision Neuro. If you decide to access or use any Third-Party Product, you do so entirely at your own risk. You acknowledge and agree that Precision Neuro is not liable, either directly or indirectly, for any damage or loss caused by or in connection with your access to or use of or reliance on any Third-Party Product.

Indemnification

You agree to indemnify and hold harmless Precision Neuro, its affiliates, and any of the respective agents, officers, directors, employees, contractors, licensors, successors or assigns of any of the foregoing (collectively "Indemnified Parties") from and against any and all claims, liabilities, losses, damages, costs and expenses (including, without limitation attorneys' fees and other legal costs) that arise in connection with (a) your breach of these Terms, (b) your negligence or willful misconduct, (c) your violation of any applicable law, rule or regulation, or (d) any of your activities in connection with the Website or any Content. You agree to cooperate fully in Precision Neuro's defense of any such claim. You agree that Precision Neuro shall be entitled to select its own counsel, at your expense, to defend the Indemnified Parties in connection with any claim subject to indemnification by you. You agree that Precision Neuro, and not you, will have control over the defense of any such claim. You further agree that you will not in any event settle any matter involving Precision Neuro or any Indemnified Party, whether or not the settlement binds or is on behalf of Precision Neuro or any Indemnified Party, without the written consent of Precision Neuro.

Disclaimer; Limitations of Liability

YOUR ACCESS TO AND USE OF THE WEBSITE AND THE CONTENT IS AT YOUR SOLE RISK. You acknowledge and agree that no data transmission over the Internet can be guaranteed to be 100% secure, and we do not guarantee that any information you submit to us OR THAT IS ACCESSIBLE BY US VIA THE WEBSITE OR ANY CONTENT will be free from unauthorized third party intrusion. You understand and agree that all information you submit to us is submitted at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND ALL CONTENT ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS,” AND “AS AVAILABLE” WITH ALL FAULTS AND ERRORS. PRECISION NEURO AND OUR AFFILIATES AND LICENSORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (INCLUDING WITH RESPECT TO THE WEBSITE, ANY CONTENT, OR any device OR OTHER product or service displayed THEREON OR REFERENCED therein), WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHT, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DISCLAIM ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY IN RESPECT OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT CONTAINED ON OR ACCESSED THROUGH THE WEBSITE. PRECISION NEURO DOES NOT GUARANTEE THAT THE WEBSITE OR ANY CONTENT WILL BE UNINTERRUPTED OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, OR THE TRANSMISSION OF ANY MALICIOUS CODE AND PRECISION NEURO DISCLAIMS ANY LIABILITY RELATING TO ANY OF THE FOREGOING.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PRECISION NEURO, ANY OF our affiliates, or any of the respective directors, officers, employees, agents, contractors, licensors, successors OR assigns of any of the foregoing be liable to you, including without limitation for any direct, indirect, consequential, EXEMPLARY, special, incidental, punitive or other damages you or ANY other may suffer in connection with THE WEBSITE OR CONTENT OR THESE TERMS, including without limitation any damage for personal injury, pain and suffering, emotional distress, LOST REVENUE, lost profit, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, business interruption, SERVICE INTERRUPTION, LOST DATA OR CONTENT, COMPUTER DAMAGE, COST OF SUBSTITUTE PRODUCT OR SERVICE, INABILITY TO ACCESS OR USE THE WEBSITE OR CONTENT, OR PRIVACY LEAKAGE, OR DAMAGE FOR ANY OTHER LIABILITY OR LOSS CAUSED BY THE WEBSITE OR ANY CONTENT, ANY BREACH OF THESE TERMS, OR ANY ACT OR OMISSION BY US OR ANY OF OUR PERSONNEL, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (WARRANTY, CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF PRECISION NEURO, ANY OF our affiliates, or any of the respective directors, officers, employees, agents, contractors, licensors, successors OR assigns of any of the foregoing (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100. THE FOREGOING DOES NOT AFFECT ANY LIABILITY TO THE EXTENT THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

PRECISION NEURO MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY SUGGESTION OR RECOMMENDATION OF ANY DEVICE or other PRODUCT OR SERVICE OFFERED, DISPLAYED, OR DISCUSSED ON OR THROUGH THE WEBSITE. NO ADVICE OR INFORMATION, or any other content, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR WITHIN ANY CONTENT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. use of any device OR OTHER product or service is at your sole risk. You hereby acknowledge and agree that NEITHER the website NOR ANY CONTENT not constituteS legal or medical advice by precision neuro, and we do not guarantee the SAFETY OR efficacy of any device or OTHER PRODUCT OR service. the information and content provided on thE website is not intended to replace medical advice offered by a physicianor other healthcare provider. THE WEBSITE AND/OR THE CONTENT MAY NOT BE free of human or technological error, and the website AND/OR CONTENT may contain ONE OR MORE typographical inaccuracY, mistake, or omission, and some content may not be complete or current. pictures, photographs, images, videos, and graphics on the website OR ANY CONTENT are for illustration purposes only. the content presented on or through the website is made available solely for informational purposes. The website OR CONTENT MAY contain information, news and/or press releases about precisions neuro. While this information, NEWS, AND PRESS RELEASES WERE believed to be accurate as of the date it was prepared, precision neruo disclaims any duty or obligation to update this information, news or any press release. Information about ANY companY other than precision neuro contained in ANY SUCH INFORMATION, news, press release, or otherwise should not be relied upon as being provided, endorsed, OR APPROVED by precision neuro.

Term and Termination

These Terms will remain in full force and effect as long as you continue to access or use the Website or any Content. We may, with or without prior notice, terminate your access to or use of the Website or any Content, with or without cause (including for any breach by you of these Terms). You shall comply immediately with any termination notice. In the event of any termination of any such access or use, these Terms shall survive such termination .

Governing Law and Venue

You agree that these Terms shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws principles that may provide for or result in the application of the law of another jurisdiction. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in New York City, New York for all disputes that are heard in court, including any dispute involving Precision Neuro or any of its affiliates, or any of the employees, agents, contractors, officers, directors, licensors, successors or assigns of any of the foregoing. You agree that any cause of action or claim that you may have relating to any Content, the Website, or these Terms must be made or instituted within one (1) year off when the cause of action or claim accrued.

General Provisions

These Terms constitute the complete and exclusive understanding between you and Precision Neuro with respect to your access to or use of the Website or any Content, and these Terms supersede and replace any and all prior oral or written understandings or agreement between Precision Neuro and you regarding the Website or any Content. Nothing contained in these Terms creates any agency, partnership, employment or other form of joint enterprise between you and Precision Neuro. Precision Neuro’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision or of any other right or provision in these Terms. If a court or tribunal finds that one or more rights or provisions set forth in these Terms are invalid, you agree that the remainder of these Terms will remain in full force and effect and that the invalid provision will be enforceable to the fullest extent permitted by law. We will amend or replace such provision(s) with ones that are valid and enforceable and which achieve, to the extent possible, our original objective(s) and intent as reflected in the original provision(s). These Terms may be assigned in whole or in part by Precision Neuro. These Terms may not be assigned in any manner by you without the express prior written permission of Precision Neuro. Legal notices given hereunder shall be served, in the case of Precision Neuro, to Precision Neuroscience Corporation, 54 West 21st Street, #310, New York, NY 10010, Attn: CEO, or, in your case, to any contact information you choose to provide us. Notice to you shall be deemed given 24 hours after our communication to you is sent.

Contact Information

If you have any questions regarding these Terms, please contact us by email at general@precisionneuro.io.