Terms of Use

Last updated June 6, 2019

Novela Neurotechnologies Inc. (“we,” “us” or “our”) provides services through our website as well as our software-as-a-service platform accessible through our website (individually or collectively, our website and our platform are referred to herein as the “Services”).

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN USE OF THE SERVICES BY YOU AS EITHER A REGISTERED OR NON-REGISTERED USER (“USER”, “YOU” OR “YOUR”).  BY ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SERVICES.

Accounts

In order to use certain features of the Services, you must register for an account (“Account”) and provide certain information to us. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Access to the Services

Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Services solely for your own purposes. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; and (c) you shall not access the Services in order to build a similar or competitive website, product, or service.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

Ownership of Copyrights and Usage Restrictions

You acknowledge that all intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Services and its content are owned by us or our suppliers.  Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth above.

Except as stated herein, you may not: (a) copy, reproduce, modify, use, republish, upload, post, transmit, distribute or exploit in any way material from the Services without our express written consent; (b) copy, modify or display our trademarks, names or logos appearing in the Services in any way without our express written consent; or (c) redeliver any of the pages, text, images or other content of this Website using "framing" technology without our express written consent.

Where a feature of the Services is configured to enable the download of particular material or content, you may download one copy of such material or content to a single computer for your personal, noncommercial use only, provided that you: (a) keep intact all copyright and other proprietary notices, (b) make no modifications to the material or content; and (c) do not use the material or content in a manner that suggests an association with any of our products, services or brands. Any commercial use, "remailing" or high-volume or automated use of the Services is prohibited. You must abide by all copyright notices, information, or restrictions contained in or attached to any material or content.

User Data

"User Data" means any information and content that a user submits to us for use in the Services.   You are solely responsible for your User Data. You assume all risks associated with use of your User Data, including any reliance on its accuracy, completeness or usefulness by others. You hereby grant (and you represent and warrant that you have the right to grant) to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to use the User Data solely in connection with our providing the Services to you.

Acceptable Use Policy

The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Services to collect, upload, transmit, display, or distribute any information (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; or (iii) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services.

Enforcement

We reserve the right to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include terminating your Account and/or reporting you to law enforcement authorities.

Feedback

If you provide us with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate.  We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

Factual Information and Non-Reliance

The factual information contained in the Services is obtained from sources believed to be reliable and accurate. We make no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and we are not responsible for any errors or omissions therein, whether caused by the source of the information or by us. Nothing contained in the Services constitutes a solicitation or provision of legal or regulatory advice.  The Services should not be used as a substitute for obtaining legal or regulatory advice from a qualified attorney or regulatory consultant. The comments and opinions expressed through the Services are of the individual author and may not reflect the opinions of us or of any of our employees or agents. Nothing in the Services is intended to create an attorney-client relationship and nothing posted constitutes legal or regulatory advice. Neither the transmission of the information contained through the Services nor your use of the information or communication with us or our employees or agents creates an attorney-client relationship of any kind.

Disclaimers

THE SERVICES (AND ANY INFORMATION OR OPINIONS PROVIDED THROUGH THE SERVICES) ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

Term and Termination

These Terms will remain in full force and effect while you use the Services.  Notwithstanding the forgoing, we may suspend or terminate your rights to use the Services as a result of any use of the Services in violation of these Terms. We will not have any liability whatsoever to you for any termination of your rights under these Terms.

Linkage and Advertising

You may, through hypertext or other computer links, gain access to third party websites that are not related to or maintained by us or our subsidiaries. Links to third party websites do not imply partnerships, relationships or affiliations with such third parties and we take no responsibility for the content therein, regardless of whether the link is provided by us or our subsidiaries, or a third party. No judgment or warranty is made with respect to the accuracy, timeliness, or suitability of the content of any third party website to which the Services may link, including information on others website regarding us. By providing access to other websites, we are not endorsing the products and services provided by any other website's sponsoring organization. Other websites may include a link to the Services provided such websites link to the home page (www.NovelaNeuro.com) only and that the link and the pages activated by the link do not: (a) misrepresent its relationship with us; (b) imply any endorsement or approval by us of you, your website or your products or services; (c) present false or misleading impressions about us; (d) damage the goodwill associated with our name or trademarks; or (e) unless expressly permitted by us in writing, use “framing” technology or alter in any way the visual presentation or appearance of any content contained within the Services. Linking to other content within the Services is prohibited without our express written consent.

Changes

We may update these Terms from time to time and without prior notice. When we change these Terms we will update the “Last Updated Date” above and post the modification on our website and possibly elsewhere within the Services.

Export

The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from us, or any products utilizing such data, in violation of the United States export laws or regulations.

Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Services. These Terms shall be governed by the laws of the State of California.  If you take legal action relating to these Terms, you agree to file such action only in the state and federal courts located in Alameda County, California. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms and conditions set forth in these Terms shall be binding upon assignees.