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Terms of Use

Last Updated: July 7th 2022

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 (collectively, the “Services”).

Neuroglee also provides management and administrative services to Neuroglee Care PLLC (“Neuroglee Care”) and a technology platform that may be used by other affiliated or independent third-party healthcare providers that provide treatment to you (“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.

These Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis (Section 16) and limits the remedies available to you in the event of certain disputes (Section 14).

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, the App/account sign-in pages, 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 facilitates the exchange of information, content, and services between you and a Provider who may provide healthcare services to you. 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 your use of the Services. Always directly contact your Provider or other qualified healthcare professionals with any questions regarding your 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 HEALTHCARE PROFESSIONAL REGARDING QUESTIONS YOU HAVE ABOUT ANY MEDICAL CONDITION BEFORE MAKING HEALTHCARE 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 Neuroglee Care, you certify that you are physically located in the state you select in the Services or otherwise confirm to us your current location at the time of your receipt of telehealth services from Neuroglee Care. 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 https://neuroglee.com/app-privacy, 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 any other identifiers, 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. 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).
• To exploit, harm, or attempt 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 any other automatic devices, 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.

6. 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.

7. 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 the 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.

8. 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.

9. 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.

10. 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.

11. 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).

12. 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.

13. 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, WEHEREBYDISCLAIMALLWARRANTIESOFANYKIND,WHETHEREXPRESSORIMPLIED,STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. 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 AN EVENT, THE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Indemnification. You agree to defend, indemnify and hold harmless Neurglee 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 matters.

16. Arbitration Agreement.

YOU AND NEUROGLEE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

You and Neuroglee agree that any and all controversies, claims and disputes arising out of or related to these Terms or the Services or any information provided through the Services, including Content, whether based in contract, tort, warranty, statute, or any other legal or equitable basis, including without limitation, any dispute or claim relating to the formation, interpretation or enforceability of any part of these Terms (including the scope and enforceability of this Arbitration Agreement) and any claim that all or any part of these Terms is void or voidable (collectively, “Claims” and individually, a “Claim”), shall be finally resolved by binding arbitration, rather than in court; except that you and we each retain the right: (i) to bring an individual action in small claims court (if the Claim in question qualifies for small claims court); and (ii) to seek injunctive or other equitable relief in court against actual or threatened infringement, misappropriation or violation of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court.

The arbitration will be administered by the American Arbitration Association(“AAA”) inaccordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800- 778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

You and Neuroglee agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR NEUROGLEE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT NOR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this Section 16 (Arbitration Agreement) is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

17. 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.

18. 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.

19. 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.

20. 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 the Site from locations outside of the United States do so on their own initiative and are responsible for compliance with local laws.

21. Notice Regarding Apple. This section only applies to the extent you are using the App on an iOS device. You acknowledge that these Terms are between you and Neuroglee only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Services or the Content or any other content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for addressing any claims by you or any third party relating to the Services or your possession and/ or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under con- sumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or your possession and use of the Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Ap- ple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

22. General Terms. These Terms are governed by the laws of the State of Delaware, without re- spect to its conflict of laws provisions, except that the United States Federal Arbitration Act shall govern the interpretation and enforcement of Section 16 (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 fail- ure 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 affect- ing carriers or inability or delay in obtaining supplies of adequate or suitable materials, materi- als 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.

23. Contact. If you have questions or comments about these Terms, please contact us by sending us an email at legal@neuroglee.com.