Neurable

Terms of Service

NEURABLE TERMS OF SERVICE

Date of Last Revision: August 30, 2024 

‍

Neurable, Inc. (“Neurable,” “we,” “us,” or “our”) provides brain-computer interface technology that is designed to translate brain activity into simple and actionable insights.  Our “Service” consists of: 

  • our website located at https://www.neurable.com/ (the “Site”), through which visitors can learn about our technology and purchase Devices (as defined below); 
  • related firmware and other third-party and proprietary Neurable software (collectively, the “Firmware”) embedded on smart headphones or other devices with biological sensors that are either created by Neurable or a third-party partner and made available for purchase by or on behalf of Neurable (“Device”); and
  • corresponding end-user mobile application(s) (“Mobile Apps”).

All access and use of the Service is subject to these Terms of Service (as amended from time to time, these “Terms of Service”). These Terms of Service cover, among other things, the following topics:

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST NEURABLE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Index

By accessing or otherwise using the Site, Mobile Apps, or any other aspect of the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you are not authorized to use the Service. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site and under the “Legal” section within the “Settings” page of our Mobile App. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Your Privacy: At Neurable, we respect the privacy of our users. For more information please see our Services Privacy Policy, located at www.neurable.com/app/privacy and under the “Legal” section within the “Settings” page of our Mobile App, and our Consumer Health Data Privacy Policy, located at www.neurable.com/app/health-privacy and under the “Legal” section within the “Settings” page of our Mobile App (together, the “Privacy Policies”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time.  All such terms are hereby incorporated by reference into these Terms of Service.

Conditions to Your Access and Use of the Service

a. Geography Restrictions:  The Service, and the ability to purchase Devices, may be restricted to residents of certain jurisdictions.  As of the date of these Terms of Service, only individuals who reside in the United States or Canada may purchase a Device and use the companion Mobile Apps.  Neurable may update eligible jurisdictions from time to time, and will post any such updates on the Site.

b. Your Registration Obligations: You may be required to register with Neurable or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policies. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.

c. Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Neurable of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Neurable will not be liable for any loss or damage arising from your failure to comply with this paragraph.

d. Modifications to Service: Neurable reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Neurable will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

e. General Practices Regarding Use and Storage: You acknowledge that Neurable may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Neurable’s or its third-party service providers’ servers on your behalf. You agree that Neurable has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Neurable reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Neurable reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

f. User Conduct: You are solely responsible for all content, information, data, text, software and other materials (“content”) that you make available to Neurable, including via or through your use of the Service or by email (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Neurable. Neurable reserves the right to investigate and take appropriate legal action against anyone who, in Neurable’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

          i. email or otherwise provide any content that (A) infringes any intellectual property or other proprietary rights of any party; (B) you do not have a right to provide under any law or under contractual or fiduciary relationships; (C) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (D) poses or creates a privacy or security risk to any person; (E) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (F) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (G) in the sole judgment of Neurable, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Neurable or its users to any harm or liability of any type;

          ii. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; 

          iii. violate any applicable local, state, national, or international law, or any regulations having the force of law; 

          iv. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

          v. solicit or provide personal information from anyone under the age of 18;

          vi. harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

          vii. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

          viii. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

          ix. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service; 

          x. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or

          xi. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. 

If you are blocked by Neurable from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

g. Competitors: No employee, independent contractor, agent, or affiliate of any competing brain-computer interface technology company is permitted to view, access, or use any portion of the Service for competitive intelligence or other non-personal purposes. By viewing, using, or accessing the Service, you represent and warrant that you are not acting on behalf of a competitor of Neurable in using or accessing the Service.

Purchases

a. Fees: Devices may be purchased via the Site and through our third-party authorized resellers.  We are constantly updating our offerings and other content on the Service. We may add, delete, remove, modify, disable, suspend, or restrict some or all of the Service at our sole discretion without notice to you, including the Devices offered for sale and the prices charged in connection therewith.  We may change the descriptions, specifications, and prices of the Devices offered for sale through the Service without notice and at any time. The information found on the Service may contain errors or inaccuracies and may not be complete or current.  We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time, without prior notice.

b. Payment Processing: If you wish to purchase any Device made available through the Site, you agree to provide your payment information at the time you order such Device. You agree to have sufficient funds or credit available upon placement of any such order to ensure that the purchase price will be collectible by Neurable.  Notwithstanding any amounts owed to Neurable hereunder, NEURABLE DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use third-party payment processors  (collectively, “Payment Processors”). These payment processing services are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. Please contact the applicable Payment Processor for more information. Neurable assumes no liability or responsibility for any payments you make through the Service. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment. If we, through a Payment Processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

c. Returns and Refunds: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Neurable. Your purchase of the Device, including terms and conditions pertaining to returns and refunds, are set forth in the Terms of Sale, located at https://www.neurable.com/ecommerce-products/mw-75-neuro, and otherwise on the Site.

d. Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit the Device, or any other portion of the Service, for any commercial purposes. Unless expressly otherwise agreed by Neurable in writing, the Service is for your personal use. Unless expressly otherwise agreed by Neurable in writing, by purchasing a Device, you hereby agree not to resell or distribute such Device for any commercial purposes.  

Mobile Services and Software

a. Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to provide content to the Service via a mobile device, (ii) the ability to browse the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. 

b. Telephonic Communications Services:  By using the Service and providing us with your telephone number(s), you are consenting to be contacted by Neurable or its affiliates or partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational or another purposes, even if your  telephone number(s) is registered on the National Do Not Call List, a state Do not Call List, or the internal Do Not Call List of Neurable or its affiliates or partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications.  You do not have to consent to receive calls or text messages from Neurable or its affiliates or partners for marketing or solicitation purposes to purchase Neurable’s products or services. In the event you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify Neurable or its affiliates or partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your Neurable account information to ensure that your messages are not sent to a person that acquires your old telephone number. There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan. By reply to any text, SMS or MMS message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel text, SMS or MMS messages from us, you agree to receive a final message from us confirming your cancellation. 

c. Software Licenses: Subject to these Terms of Service, Neurable hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (i) install the Mobile App on one mobile device and (ii) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.  In addition, subject to these Terms of Service, Neurable hereby grants to you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Firmware solely as installed on the Device. If you purchase the Device via our Site, title to such Device (excluding the Firmware thereon) passes to you upon your payment in full for the purchase of such Device.

d. Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Neurable, its affiliates, and its licensors (including the Firmware and Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Neurable.

e. Special Notice for International Use; Export Controls: Neurable is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software is at your sole risk.

f. Third-Party Distribution Channels: Neurable offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.

g. Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:‍

  • ‍Neurable and you acknowledge that these Terms of Service are concluded between Neurable and you only, and not with Apple Inc. (“Apple”), and that as between Neurable and Apple, Neurable, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
  • You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
  • Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
  • Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software. 
  • Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Neurable’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
  • Neurable and you acknowledge that Neurable, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation. 
  • In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Neurable and Apple, Neurable, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
  • 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.
  • If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to Neurable as follows:‍

‍45 Bromfield Street

7th Floor

Boston, MA  02108

617-284-4440

support@neurable.com 

  • You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.‍
  • ‍Neurable and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

h. Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms of Service are between you and Neurable only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (iv) Neurable, and not Google, is solely responsible for Neurable’s Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Neurable’s Google-Sourced Software.

i. Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Intellectual Property Rights

a. Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Neurable, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. 

b. Trademarks: The Neurable name and logos are trademarks and service marks of Neurable (collectively the “Neurable Trademarks”). Other Neurable, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Neurable. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Neurable Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Neurable Trademarks will inure to our exclusive benefit.

c. Third-Party Material: Under no circumstances will Neurable be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Neurable does not pre-screen content, but that Neurable and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Neurable and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Neurable, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. 

d. User Content: You represent and warrant that you own all right, title and interest in and to the User Content, including all copyrights and rights of publicity contained therein. You hereby grant Neurable and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content and the data and information specific to you that is generated through your use of the Device (e.g., brainwave data) (“Generated Data”), in any form, medium or technology now known or later developed, (i) in connection with the operation of the Service and (ii) to develop and improve the Service and other products and services; provided, that, personal information will be used in a manner consistent with our Privacy Policies. You assume all risk associated with your User Content and Generated Data and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.  You acknowledge and agree that Neurable may preserve User Content and Generated Data, and may also disclose User Content and Generated Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (A) comply with legal process, applicable laws, or government requests; (B) enforce these Terms of Service; (C) respond to claims that any content violates the rights of third parties; or (D) protect the rights, property, or personal safety of Neurable, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content and Generated Data, may involve (x) transmissions over various networks; and (y) changes to conform and adapt to technical requirements of connecting networks or devices.

e. Usage Data: You hereby authorize Neurable and its third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies (including Generated Data) and derive statistical and usage data relating thereto (collectively, “Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policies.

f. Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Neurable are non-confidential and Neurable will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

Neurable respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Neurable of your infringement claim in accordance with the procedure set forth below. Neurable will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Neurable’s Copyright Agent at support@neurable.com (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail at:

45 Bromfield Street

7th Floor

Boston, MA 02108

To be effective, the notification must be in writing and contain the following information:

  • a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
  • identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
  • identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
  • a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
  • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Suffolk County, Massachusetts and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Neurable will send a copy of the counter-notice to the original complaining party informing them that Neurable may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Neurable or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Neurable has adopted a policy of terminating, in appropriate circumstances and at Neurable’s sole discretion, the accounts of users who are deemed to be repeat infringers. Neurable may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third-Party Services and Websites 

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policies. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policies. Neurable has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Neurable, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Neurable enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Neurable will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Neurable, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Neurable Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service or Generated Data, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Neurable will provide notice to you of any such claim, suit, or proceeding. Neurable reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Neurable’s defense of such matter. You may not settle or compromise any claim against the Neurable Parties without Neurable’s written consent. 

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE NEURABLE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE NEURABLE PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

NEURABLE MAY PROVIDE THE SERVICE FOR YOU TO TRACK, MANAGE, AND SHARE YOUR WELLNESS-RELATED INFORMATION. THE SERVICE AND ANY RESULTS OR CONTENT DISPLAYED VIA THE SERVICE, WHETHER PROVIDED BY NEURABLE OR THIRD PARTIES, DO NOT PROVIDE MEDICAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR (I) ADVICE FROM YOUR DOCTOR OR OTHER MEDICAL PROFESSIONALS, OR ANY DIAGNOSIS OR TREATMENT OR (II) A VISIT, CALL OR CONSULTATION WITH YOUR DOCTOR OR OTHER MEDICAL PROFESSIONALS. THE SERVICE DOES NOT AND IS NOT INTENDED TO TREAT OR PREVENT ANY MEDICAL CONDITION. ALL CONTENT AVAILABLE THROUGH THE SERVICE (INCLUDING GENERATED DATA) IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. USE OF THE SERVICE, OR COMMUNICATION WITH US VIA THE INTERNET, E-MAIL OR OTHER MEANS, DOES NOT CREATE ANY DOCTOR-PATIENT RELATIONSHIP. IF YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR DOCTOR OR OTHER HEALTHCARE PROVIDER. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICE OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. YOU SHOULD ALWAYS CONSULT A QUALIFIED AND LICENSED MEDICAL PROFESSIONAL PRIOR TO BEGINNING OR MODIFYING ANY DIET, EXERCISE, CONSULTATIONS, OR TRAINING PROGRAM. 

The content available through the Service may include recommendations and other data and content to help you meet your goals. You acknowledge and agree that Neurable is not a healthcare provider or wellness instructor and that the Service (including any recommendations and any information available through the Service that may appear to be personalized) may not be appropriate for you. Neurable is not responsible for any results that may or may not be obtained from the use of the Service.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE NEURABLE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE NEURABLE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID NEURABLE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Dispute Resolution By Binding Arbitration 

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Neurable, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Neurable are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND NEURABLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND NEURABLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. 

c. Pre-Arbitration Dispute Resolution. Neurable is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@neurable.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Neurable should be sent to 45 Bromfield Street, 7th Floor, Boston, MA 02108 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Neurable and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Neurable may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Neurable or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Neurable is entitled.

d. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Neurable and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Neurable agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Neurable or you under the AAA Rules, Neurable and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Neurable will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Neurable will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms of Service to the contrary, Neurable agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Neurable written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Neurable, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Neurable believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Neurable may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Neurable may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Neurable will not be liable to you or any third party for any termination of your access to the Service.

General Terms

a. User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Neurable will have no liability or responsibility with respect thereto. Neurable reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

b. Integration. These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Neurable governing your access and use of the Service, and supersede any prior agreements between you and Neurable with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. 

c. Governing Law. These Terms of Service will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Neurable submit to the personal and exclusive jurisdiction of the state and federal courts located within Suffolk County, Massachusetts. 

d. No Waiver. The failure of Neurable to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. 

e. Severability. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. 

f. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

g. Assignment. You may not assign these Terms of Service without the prior written consent of Neurable, but Neurable may assign or transfer these Terms of Service, in whole or in part, without restriction. 

h. Interpretation. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” 

i. Force Majeure. Neurable will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Neurable’s reasonable control.

j. Notice. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. 

k. Notice for California Users. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Neurable, Inc., 45 Bromfield Street, 7th Floor, Boston, MA 02108, 617-284-4440.

l. U.S. Government Restricted Rights. The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service by the U.S. government constitutes acknowledgement of our proprietary rights in the Service.

How to Contact Us ‍

Please contact us at support@neurable.com report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.