Terms of Use
Neuroglee Therapeutics, Inc. or its affiliates (“Neuroglee”, “we”, “our” or “us”) owns and operates the Neuroglee website available at www.neuroglee.com (the “Site”), mobile or desktop application (“App”) and provides information, content, communication services including certain on-demand video-based telehealth services, and other technology platform services and equipment (collectively, the “Services”).
Neuroglee also provides management and administrative services to Neuroglee Care PLLC and Independent Care Medical PLLC (“Neuroglee Clinical Care”) and a technology platform that may be used by healthcare providers who practice through Neuroglee Clinical Care or other independent third parties and provide treatment to you (collectively, “Providers”).
These Terms govern your access to and use of the Services offered by Neuroglee. You must be 18 years of age old or older to use the Services. By accessing, browsing, and/or using the Services, you acknowledge that you have read and agree to be bound by these Terms.
If you are accepting these Terms on behalf of another person as their parent, legal guardian, conservator, or custodian, (1) you agree to the terms, conditions, and notices contained or referenced herein on behalf of the other person, and (2) you represent and warrant that you have the legal authority to act on behalf of the other person and bind them to these Terms.
While there are important provisions throughout these Terms, please note the following:
WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS: The disclaimers and limitations on our liability are explained in Section 5. MANDATORY ARBITRATION NOTICE: Section 6 contains a mandatory arbitration provision that requires the use of arbitration on an individual basis to resolve disputes. This means that you and Neuroglee Clinical Care are each giving up rights to bring claims against each other in court or in class actions of any kind.
These Terms are subject to change at any time and without prior notice, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated” date referenced on the Site and/or App. If we make material changes to these Terms, we may provide additional notice, such as by posting a notice on our Site, App or account sign-in page, or via the email address we have on file for you. Your continued use of the Site and/or App after such changes will constitute your acceptance of such changes. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
1. IMPORTANT NOTICES AND DISCLAIMERS.
NEUROGLEE IS NOT A HEALTHCARE PROVIDER. Neuroglee provides educational information and content and may also provide you with program coordination and navigation, which may include non-clinical video consultations, on behalf of a Provider who may provide healthcare services to you Neuroglee. Neuroglee also facilitates the exchange of information, content, and services between you and such Provider. However, Neuroglee is not responsible for monitoring such information and communications, and we are not a party to the transactions that may occur between you and your Provider. If any medical advice is provided to you by a Provider, such medical advice is provided by that Provider and not Neuroglee. Our Services might not function as intended. By using our Services, you assume full responsibility for your use of the Services and agree that we are not responsible or liable for any claim, loss, or damage arising from use of the Services. Always directly contact your Provider or other qualified healthcare professionals with any questions regarding your personal health or medical conditions.
THE INFORMATION AND OTHER CONTENT AVAILABLE ON OR THROUGH THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS CONSULT WITH YOUR PROVIDER OR OTHER QUALIFIED HEALTH CARE PROFESSIONAL REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTH CARE DECISIONS.
THE SERVICES ARE NOT INTENDED FOR USE IN A MEDICAL EMERGENCY. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR LOCAL EMERGENCY CONTACT NUMBER (E.G., 9-1-1) IMMEDIATELY. NEVER DELAY IN SEEKING PROFESSIONAL MEDICAL ADVICE OR DISREGARD SUCH ADVICE BECAUSE OF SOMETHING YOU HAVE READ ON THE SITE OR APP.
Telehealth services are not available in every state, nor are they available at all times.
2. Your Use of the Services to Access Telehealth Services. If you use the Services to access telehealth services from a Provider, you certify that you are physically located in the state you select in the Services or otherwise confirm to us as your current location at the time of your receipt of telehealth services from the Provider. Your ability to access and use the Services is conditioned on the truthfulness of this certification. The Providers that you access through the Service rely upon this certification in order to interact with you. If your certification is inaccurate, you agree to indemnify us and the Providers with whom you interact from any resulting losses, damages, costs, or expenses.
3. Privacy. Please read our Privacy Policy, available at www.neuroglee.com/privacy-policy, for information on our data collection, use and sharing policies and practices in connection with the Services.
4. Account Registration and Security. You may be asked to create a user account in order to access and use certain Services. If requested, you agree to provide complete, accurate information during the registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date. When you create your account, you will be asked to create a username and password, which you will be solely responsible for safeguarding. You agree not to disclose your username or password to any third party, and you agree to notify us immediately at legal@neuroglee.com if you suspect or become aware of any unauthorized use of your account. You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your account, whether or not you have authorized such activities or actions. We will not be liable for any loss or damage arising from your failure to comply with these requirements. We reserve the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
5. Equipment: As part of the Services, Neuroglee may, from time to time, as arranged by your Provider, make available to you for loan certain equipment in relation to your treatment (“Equipment”) subject to your payment of a deposit or such other conditions as Neuroglee may determine. The suitability and fit of any Equipment shall be determined by your Provider at their sole discretion and shall be provided on an “as is” basis. You agree to accept full responsibility for the manner in which the Equipment is used and agree to release Neuroglee from any liability in relation to my use of the Equipment. You understand that you must return the Equipment in the same condition (allowing for normal wear and tear) upon completion of treatment or upon reasonable advance notice from Neuroglee. In the event that the Equipment is not returned after you have been reminded to do so, Neuroglee reserves the right to retain any deposit and/or charge you an amount equivalent to the cost to replace the Equipment.
6. Membership Fee and Payment. Neuroglee charges a subscription membership fee (the “Membership Fee”) for access to certain features of the Services. The Membership Fee may be modified by Neuroglee from time to time.
The Membership Fee covers costs associated with providing the technology, other digital tools, and virtual visits with health coaches that are not covered by or billed to insurance. The Membership Fee is not a covered benefit under most health insurance plans or other healthcare benefit plans such as the Health Saving Account or Flexible Spending Account. As a result, you acknowledge that you may not be able to submit the Membership Fee for coverage under your insurance or benefit plan, and as such, you will be responsible for the cost of such Annual Membership Fee.
Neuroglee will charge your Membership Fee to your designated billing account at the frequency (e.g., quarterly, annually) you select when you register. You agree to make the payment using your chosen payment method. YOU AUTHORIZE US TO CHARGE YOUR CHOSEN PAYMENT METHOD AT THE TIME OF INITIAL PAYMENT AND EACH RENEWAL UNTIL YOU CANCEL. YOU MUST CANCEL YOUR MEMBERSHIP BEFORE IT RENEWS TO AVOID BEING CHARGED THE MEMBERSHIP FEE FOR THE NEXT MEMBERSHIP PERIOD. YOU CAN CANCEL YOUR MEMBERSHIP AT ANY TIME BY NOTIFYING YOUR CARE TEAM VIA CHAT WITHIN THE NEUROGLEE MOBILE APP AND WE WILL PROCESS YOUR REQUEST. ALTERNATIVELY, YOU CAN EMAIL NG.MEMBERSHIP@NEUROGLEE.COM AND WE WILL PROCESS YOUR REQUEST. YOU MUST PROVIDE NOTICE TO NEUROGLEE 7 DAYS IN ADVANCE OF YOUR NEXT BILLING CYCLE TO AVOID BEING CHARGED FOR SERVICES WITHIN THAT PERIOD, IF APPLICABLE. IF YOU CANCEL YOUR MEMBERSHIP AND YOUR MEMBERSHIP TERM HAS NOT EXPIRED, YOU MAY CONTINUE TO USE THE SERVICES UNTIL THE END OF YOUR THEN-CURRENT MEMBERSHIP TERM AND YOUR MEMBERSHIP WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE MEMBERSHIP FEE PAID FOR THE THEN-CURRENT MEMBERSHIP PERIOD.
7. Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these Terms.
You agree not to use the Services: • 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 US or other countries). • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise. • To send, knowingly receive, upload, download, use, or re-use any material that is offensive, harmful, infringing, obscene, defamatory, abusive, deceptive, untrue, misrepresentative or illegal. • To transmit, or procure the sending of, any advertising or promotional material. • To impersonate or attempt to impersonate Neuroglee, a Neuroglee employee, another user or any other person or entity. • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Neuroglee or users of the Services or expose them to liability.
Additionally, you agree not to: • Use the Services in any manner that could disable, overburden, damage or impair the Services or interfere with any other party’s use of the Services. • Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the Content or other material on the Services. • Use any manual process to monitor or copy any of the Content or material on the Services, or for any other purpose not expressly authorized in these Terms, without our prior written consent. • Use any device, software or routine that interferes with the proper working of the Services. • Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful. • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services. • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack. • Otherwise attempt to interfere with the proper working of the Services.
8. User Content and Feedback. If you make available to us any content in any format (including ideas, concepts, feedback, and know-how (“Feedback”)), you hereby grant to Neuroglee a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such content, in any format or media now known or hereafter developed, and for any purpose. You acknowledge and agree that Feedback is not confidential, and that we are free to use any Feedback for any purpose.
9. Intellectual Property. The Services (and their entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (collectively, “Content”)) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. No license, right, title or interest in the Services or Content is transferred to you as a result of your downloading, accessing, viewing or using the Services or Content.
These Terms permit you to access, view and use the Services on any device that you own or control for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material available through the Services or any Content, except as permitted by these Terms. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Services or any Content. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance of the Services or the Content is strictly prohibited.
10. Trademarks. The Neuroglee name and all other trademarks, wordmarks, service marks, graphics and logos included in or made available through the Services are trademarks or trade dress of Neuroglee. All other marks are the property of their respective owners.
11. Modifications to the Services. We reserve the right to modify or withdraw the Services, and any Content we provide through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or an entire Service, to users, including registered users.
12. Consent to Electronic Communications. By providing us with your email address or telephone number, you consent to receive electronic communications from Neuroglee and Providers through the Services (e.g., via email, text message, or by posting notices to the Services). These communications may include information from your Providers, password changes, and other transactional or administrative information. You agree that any notices, agreements, disclosures or other communications sent through the Services electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided in the email.
13. Linked Services; Third Party Materials. The Services may provide access to websites, information, products, services and other materials made available by third parties (“Third Party Materials”). We are not responsible for any Third Party Materials (including their accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety, or any intellectual property rights contained in them). We do not have any obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) available through the Services at any time. The availability of any Third Party Materials through the Services is not an endorsement of them by Neuroglee, and it does not imply any affiliation with any provider of Third Party Materials. Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to the Third Party Materials (like their terms of service or privacy policies).
14. Termination. Neuroglee, in its sole discretion, may terminate or suspend your access to or use of the Services without notice for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon termination, all provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions, warranty disclaimers, indemnity and limitations of liability.
15. No Representations or Warranties. YOUR USE OF THE SERVICES AND ANY CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, CONTENT AND ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NEUROGLEE NOR ANY PERSON ASSOCIATED WITH NEUROGLEE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER NEUROGLEE NOR ANYONE ASSOCIATED WITH NEUROGLEE REPRESENTS OR WARRANTS THAT THE SERVICES, CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY CONTENT OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT NEUROGLEE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SPECIAL CATEGORY OF DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF NEUROGLEE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS DISCLAIMER APPLIES TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAYS, LOSS OF PROFITS, USE OF DATA, LOSS OF OTHER INTANGIBLES, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF SECURITY OF MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY MATERIALS), COMPUTER FAILURE, VIRUS OR MALFUNCTION, FILE CORRUPTION OR OTHER OUTAGE OR ERROR. WITHOUT LIMITING THE FOREGOING DISCLAIMERS, NEUROGLEE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY CONTENT, ITEMS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER HARMFUL CODE OR MATERIAL THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY BASED ON YOUR ACCESS TO, OR USE OF, THE SERVICES. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF NEUROGLEE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) $100.00 OR (2) THE AMOUNT PAID TO NEUROGLEE IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE MOST RECENT TREATMENT PERIOD.
SOME JURISDICTIONS DO NOT ALLOW US TO EXCLUDE OR LIMIT OUR LIABILITY IN THE MANNER DESCRIBED ABOVE AND IT IS POSSIBLE THAT SUCH EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT, THE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
17. Indemnification. You agree to defend, indemnify and hold harmless Neuroglee and anyone associated with Neuroglee from and against any and all claims, liabilities, demands, losses, damages, fees, or penalties, and the cost to investigate and defend against them (including reasonable attorneys’ fees) arising out of or relating to (1) your access to or use of, or activities in connection with, the Services (including any content in any format you make available through the Services), (2) your breach or alleged breach of these Terms, or (3) any violation or alleged violation of any applicable law by you or anyone accessing the Services on your behalf. Neuroglee reserves the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.
18. Dispute Resolution and Arbitration Agreement.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND NEUROGLEE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NEUROGLEE. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NEUROGLEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. We want to address your concerns without needing a formal legal case, so we have included a tiered dispute resolution process. This Dispute Resolution section may be modified by written agreement between you and Neuroglee. Informal Dispute Resolution. Before filing a claim against Neuroglee, you agree to try to resolve the dispute informally by contacting legal@neuroglee.com. If a dispute is not resolved within thirty (30) days after submission, you may bring a formal proceeding, as outlined below. AGREEMENT TO ARBITRATE You agree that any disputes that you and we are unable to resolve informally will be settled by binding arbitration, except that you and we each retain the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at legal@neuroglee.com within thirty (30) days following the date you first accept these Terms, or if you have not registered for an account, then within thirty (30) days following the date you first use our Services. If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this Agreement to Arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in New York, New York. All other claims will be arbitrated. Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution and Arbitration Agreement” section. (The AAA Rules are available at https://www.adr.org/Rules.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and a separate form for Demand for Arbitration for California residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Arbitration Location and Procedure. The Arbitration shall be held either: (i) at a location determined by AAA pursuant to the AAA Rules (provided that such location is reasonably convenient for you and does not require travel more than 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and us; or (iii) via videoconference. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Arbitrators Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Warranty Disclaimers and Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. Changes. Notwithstanding anything to the contrary in these Terms, if we change this “Dispute Resolution” section after the date you accepted these Terms or access our Services, you may reject any such change by sending us written notice (including by email to legal@neuroglee.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” listed at the beginning of these Terms or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution” section as of the date you accepted these Terms, or accessed our Services. No Class Action Arbitration. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. 19. Injunctive Relief. You hereby acknowledge that your breach of these Terms may result in immediate and irreparable harm to Neuroglee. Accordingly, you hereby agree that, in the event of such a breach by you, Neuroglee shall be entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation and/or disclosure of the Services, or Content or other information obtained through the of the Services, as well as any and all other remedies available at law or in equity.
20. CLASS ACTION AND JURY TRIAL WAIVER. IF FOR ANY REASON A CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF OR ACCESS TO THE SERVICES OR THESE TERMS IN ANY WAY PROCEEDS IN COURT RATHER THAN IN ARBITRATION, REGARDLESS OF WHETHER THE CLAIM IS AN ACTION, COUNTERCLAIM, OR ANY OTHER COURT PROCEEDING, BOTH PARTIES AGREE THAT TO THE EXTENT ALLOWED BY LAW, THERE WILL NOT BE A JURY TRIAL OR CLASS ACTION AND WE EACH UNCONDITIONALLY (1) WAIVE ANY RIGHT TO TRIAL BY JURY AND (2) WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS, INCLUDING JOINING A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERTING A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY OTHER PROCEEDING.
21. LIMITATION ON TIME TO FILE CLAIMS. YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE AGAINST US ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES OR ANY CONTENT OR OTHER ITEMS PROVIDED THROUGH THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OR BE PERMANENTLY BARRED.
22. Note to International Users. The Services are controlled by Neuroglee, which is located in the United States, and are intended to be used in the United States. We make no representation that the Services or Content are appropriate or available for use in locations outside of the United States. Accessing the Services from territories where such content, information or other materials are illegal is prohibited. Those who choose to access these Site from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.
23. Notice Regarding Apple. By accessing or downloading our app from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement, available at: https://www.apple.com/legal/internet-services/itunes/dev/stdeula/ (“Apple Terms”). These Terms govern if there is a conflict with the Apple Terms.
24. Notice Regarding Google. If you acquire our app from the Google Play Store: (i) you acknowledge that these Terms are between you and Neuroglee, and not with Google, Inc. (“Google”); (ii) your use of the app 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 app; (iv) Neuroglee, and not Google, is solely responsible for the app; (v) Google has no obligation or liability to you with respect to the app or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to the app.
25. General Terms. This Terms is governed by the laws of the State of Delaware, without respect to its conflict of laws provisions, except that the United States Federal Arbitration Act shall govern the interpretation and enforcement of Section 17 (Arbitration Agreement). You and Neuroglee each irrevocably agree that any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court shall be resolved on an individual basis exclusively in federal or state courts located in Boston, Massachusetts. You and Neuroglee each irrevocably consent to the personal jurisdiction of these courts and waive any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Neuroglee agree that Neuroglee may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms 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 the Terms remain in full force and effect. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Failure by Neuroglee to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against Neuroglee unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. These Terms do not and are not intended to confer any rights or remedies upon any person other than you. These Terms constitute the entire agreement between you and Neuroglee with respect to the subject matter of these Terms and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. A printed version of these Terms and of any related notice given in electronic form shall be admissible in arbitral, 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.
26. Contact. If you have questions or comments about these Terms, please contact us by sending us an email at legal@neuroglee.com.