Neurologx Terms of Service

These terms and conditions of service (the “Terms”) are a legal contract between Neurologx LLC and its affiliates (“Neurologx”, “we”, “our”) and you (“User”, or “you”). The terms explain how you are permitted to use our Services.

BY ACCESSING OR IN ANY WAY USING THE SERVICES, YOU ARE AGREEING TO THE TERMS AND CONDITIONS SET OUT HEREIN; IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS.

1. Modifications and Additional Terms.

Neurologx may change, update, add or remove any of the provisions of these Terms at any time by posting the updated Terms on the Site and/or by providing a notice on the Services. If you do not agree with any of the updated Terms, you must immediately stop using the Services. Continued use of the Services following any such modifications indicates your acknowledgement and agreement to be bound by the modified Terms. Unless otherwise required by law, the updated Terms are effective as of the day of posting or providing notice thereof in term of this section 1.

Neurologx may make any changes to the Services at any time, without notice to you. If you object to any changes to the Services, your sole recourse will be to cease using the Services. Continued use of the Services after the implementation of such changes will indicate your acknowledgement of such changes and satisfaction with the Services as modified. We also reserve the right to discontinue the Services, or any component of it, at any time without notice to you. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Services. If you are under a paid subscription, any material changes to the Services will become effective only after termination or expiration of your then-current paid term.

In addition, certain features of the Services may be subject to additional terms of use (“Additional Terms”), which shall be provided to you when you use such features or services. By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern your use of those features. If You have entered into a separate executed legal agreement for the Services with Neurologx (collectively and individually, a “Contract”), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract. If you are a representative of a hospital or another medical institution and wish to use our Services as part of your patient service program, (i) your organization is required to execute a separate legal agreement with us. For such purpose, please contact us at johno@neurologx.io, and (ii) you shall require your patients and customers to accept these Terms prior to any use of our Services.

2. Your Acceptance and Contractual Relationship.

If you are entering into these Terms on behalf of a company, business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such company, business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.

Your access to and use of the Services is subject to your continued compliance with these Terms and all applicable laws. Your right to access and use the Services will terminate immediately, without notice or any further action by Neurologx, if you breach these Terms.

3. Privacy.

Please review our Privacy Policy, which explains how we use any personal information that you submit to Neurologx. The Privacy Policy is hereby incorporated by reference.

4. The Services.

Our Services are intended to assist patients who are receiving care management services from their healthcare or managed care providers, on behalf of their healthcare or managed care providers.

You hereby acknowledge that you understand that Neurologx does not provide any medical services or advice nor do we recommend or endorse any specific medical providers, tests, medications, products, or procedures.

THE USE OF OUR SERVICES IS NOT APPROPRIATE FOR EMERGENCIES. IF YOU THINK YOUR PATIENTS HAVE A MEDICAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT THEIR CARE OR TREATMENT, IT IS YOUR RESPONSIBILITY TO COMMUNICATE THAT THEY SEEK IMMEDIATE MEDICAL ATTENTION, TO CALL AN AMBULANCE OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.

NEUROLOGX IS NOT A PROVIDER OF MEDICAL ADVICE. BEFORE YOU TAKE ANY ACTION IN RELATION TO OR USE THE SERVICES THAT MAY AFFECT YOUR PATIENTS’ HEALTH OR SAFETY, OR THE HEALTH OR SAFETY OF OTHERS, PLEASE COMMUNICATE THAT THEY CONSULT WITH A QUALIFIED MEDICAL PROVIDER. NEUROLOGX’S SERVICES ARE FOR NON- EMERGENCY PURPOSES ONLY. WE DO NOT PROVIDE EMERGENCY OR TIME-SENSITIVE COMMUNICATIONS TO ANY TYPE OF HOSPITAL, LAW ENFORCEMENT AGENCY, OR ANY OTHER KIND OF EMERGENCY OR TIME- SENSITIVE SERVICE. THE SERVICES DO NOT REPLACE EMERGENCY SERVICES PROVIDERS, HEALTH CARE PROVIDERS, OR OTHER EMERGENCY OR MEDICAL ASSISTANCE. DO NOT ATTEMPT TO ACCESS EMERGENCY CARE THROUGH THE SERVICES OR RELY ON THE SERVICES IN ANY WAY FOR EMERGENCY ASSISTANCE.

Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-sublicensable, non-transferable and revocable license to use the Services. You have no other rights in or to the Services.

The Services do not bind Neurologx in any form, as they are intended for informational purposes only and are not a substitute for professional medical advice or treatment. Services are provided only as general information, which may or may not be up to date. Even when assessments through the Services are based on clinical protocols, such assessments do not constitute medical care, advice or diagnosis. It is your responsibility to always communicate to your patients that they seek the advice of their physician or other qualified health provider in relation to their health or any questions they may have regarding their health. Patients should never disregard professional medical advice or delay in seeking medical advice or treatment due to any information provided to you through the Services. Additionally, we do not promise any particular results with regards to patient health in connection with the use of the Services.

If you breach of any of these Terms, your license to use and access to the Services will automatically terminate.

Nothing contained on these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Services or any information displayed in the Services, through the use of framing, deep linking or otherwise, except: (a) as expressly permitted by these Terms; or (b) with prior written permission from us.

Your use of the Services is entirely at your own risk.

5. Medical Providers’ Responsibility.

Our Services relate to patients’ service line-specific information received by healthcare providers. We do not own, sell, control, endorse, or sponsor any products, offers, initiatives, treatments or third-party services provided to you by any medical or other third party provider.

Any medical observations, decisions or treatments are the sole and exclusive responsibility and liability of the medical provider or any other professional who is treating their medical condition. It is your responsibility to communicate to your patients to consult with and update their healthcare professional or other medical supervisor or provider throughout their treatment and to obtain appropriate medical care from such medical supervisor where necessary.

We do not provide any warranties or representations (express or implied) as to the success or effectiveness of any medical advice, treatment or therapy nor do we take any responsibility in relation to the quality of such medical advice, treatment or therapy or the manner in which it is provided to patients. The provider-patient relationship is between the patient and their applicable healthcare professional or other medical supervisor or provider only, and no such relationship or arrangement exists between them and Neurologx.

Without derogating from the generality of the foregoing, we are not liable, nor will we accept responsibility for, any loss or damage related to: (i) any act or omission of any medical or healthcare providers; (ii) actions taken (or not taken) by patients, either directly by themselves or by caregivers, relying on the information that was provided to them by medical or healthcare providers; (iii) any expected or unexpected side effects related to any medical advice, treatment, medicine or therapy; or (iv) any outcomes related to the use of the Services.

6. Subscriptions, Payments and Cancellations.

We may provide access to the Services under a subscription (“Subscription”). Each Subscription and the rights and privileges provided therein is non-transferable. We may offer Subscriptions subject to fees (each a “Paid Subscription”).

If we offer Paid Subscriptions, you agree to pay any fees applicable to your use of the Services. We may suspend or terminate your access to the Services if your offered payment cannot be processed. By providing a payment method, you expressly authorize us and/or our third-party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto, all of which depend on the Services you utilize and/or purchase. Except as otherwise specified in these Terms or on the Services (a) fees are quoted and payable in United States dollars, and (b) payment obligations are non-cancellable, and fees paid are non-refundable You agree that we may charge any unpaid amounts to your provided payment method and/or send you a bill for such unpaid fees.

Paid Subscriptions may contain automatic renewal terms. You agree that in this case, you will be charged the fee you agreed to (depending on your particular Subscription) for the length of time you agreed to, and that your Subscription will automatically renew on those same terms until you cancel at any time by emailing johno@neurologx.io. You agree that a cancellation will be effective on the next renewal date of your Subscription following your notice of cancellation; and you have read and agree to our Privacy Policy.

7. Unauthorized Activities.

There is certain conduct that is strictly prohibited when using the Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Neurologx’s sole discretion) in the termination of your use of the Services and may also expose you to civil and/or criminal liability.

Unless otherwise explicitly permitted under these Terms or in writing by Neurologx, you may not, and you may not permit anyone to:

• use the Services for any illegal, immoral, unlawful and/or unauthorized purposes;

• use the Services for non-personal or commercial purposes;

• remove or disassociate, from the Services, any restrictions and signs indicating proprietary rights of Neurologx or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,TM, or ®);

• interfere with or violate any other Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Services and retrieve, index and/or data-mine information;

• interfere with or disrupt the operation of the Services or the servers or networks that host the Services, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks;

• falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Neurologx endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Services;

• bypass any measures we may use to prevent or restrict access to the Services;

• copy, distribute, alter, display, execute publicly, make available to the public, reduce to human-readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Neurologx’s proprietary rights, including Neurologx’s Intellectual Property (as such term is defined below), in any way or by any means;

• make any use of the Services for any purpose without Neurologx’s prior written consent;

• sell, license, or exploit for any commercial purposes any use of or access to the Services;

• frame or mirror any part of the Services without Neurologx’s prior express written authorization;

• transmit or otherwise make available in connection with the Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

• use the Services for any purpose for which the Services is not intended; and/or

• infringe and/or violate any of the Terms.

This list of prohibitions provides examples and is not complete or exclusive. Neurologx reserves the right to (i) terminate access to your Account, your ability to use the Services and (ii) refuse, delete or remove any User Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that Neurologx determines is inappropriate or disruptive to these Services or to any other user of these Services. NEUROLOGX MAY REPORT TO LAW ENFORCEMENT AUTHORITIES ANY ACTIONS THAT MAY BE ILLEGAL, AND ANY REPORTS IT RECEIVES OF SUCH CONDUCT. WHEN LEGALLY REQUIRED OR AT NEUROLOGX’S DISCRETION, NEUROLOGX WILL COOPERATE WITH LAW ENFORCEMENT AGENCIES IN ANY INVESTIGATION OF ALLEGED ILLEGAL ACTIVITY THROUGH THE USE OF THESE SERVICES.

8. Intellectual Property Rights.

The Services included therein, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents, and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to Neurologx and are protected by applicable patent, copyright, trade secret, and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by Neurologx and its licensors. All rights in and to the Content available on the Services are reserved to Neurologx or its licensors.

Neurologx’s marks and logos and all other proprietary identifiers used by Neurologx in connection with the Services (“Neurologx’s Trademarks”) are all trademarks and/or trade names of Neurologx, whether or not registered. All other trademarks, service marks, trade names, and logos which may appear on the Site or Services belong to their respective owners (“Third Party Marks”). No right, license, or interest to Neurologx’s Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.

The Terms do not convey to you an interest in or to Neurologx’s Intellectual Property but only a limited revocable right to remotely access our Services in accordance with the Terms. Nothing in the Terms constitutes a waiver of Neurologx’s Intellectual Property under any law.

Notification of Infringement. We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing any content that violates intellectual property rights of others, suspending access to these Services (or any portion thereof) to any user who uses these Services in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the Account of any User who uses these Services in violation of someone’s intellectual property rights. If you believe your copyright or other intellectual property right is being infringed by a User of these Services, please provide written notice to johno@neurologx.io.

9. Linking to Neurologx’s Site and Links to Third-Party Resources.

We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by Neurologx and does not portray Neurologx in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to Neurologx’s Site you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.

Certain links provided herein permit our Users to leave the Services and enter non-Neurologx sites or services. Those linked sites and services are provided solely as a convenience to you. These linked sites and services are not under the control of Neurologx and it is not responsible for the availability of such external sites or services, and does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and services or any link contained in linked sites or service. In addition, Neurologx is not responsible or liable for such linked sites and services’ privacy practices and/or any other practices. Your access to, use of and reliance upon any such sites, services and content and your dealings with such third parties are at your sole risk and expense. Neurologx reserves the right to terminate any link at any time. You further acknowledge and agree that Neurologx shall 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 services, content, products or other materials available on or through such linked sites or resources. Most of such linked sites and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable and we encourage you to read such documents carefully before using those sites and services, inter alia, in order to know what kind of information about you is being collected.

10. Disclaimers.

THE SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE AVAILABLE” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEUROLOGX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SERVICES (INCLUDING ANY PAID OR SUBSCRIPTION SERVICES), CONTENT, APPLICATION, SITE, AND THIRD-PARTY MATERIALS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, DATA ACCURACY AND TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEUROLOGX OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NEUROLOGX, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT NEUROLOGX DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

FURTHER, NEUROLOGX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES, AND NEUROLOGX WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, INCLUDING ANY INTERACTION YOU MAY HAVE WITH A CAREGIVER APPOINTED BY YOU.

Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights that vary from state to state. The disclaimers and exclusions under this Agreement will apply to the extent permitted by applicable law. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Neurologx and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers, and service providers (collectively, the “Affiliated Entities”), and their respective successors and assigns. For the avoidance of doubt, it is hereby clarified that the term “Affiliated Entities” shall not include the medical providers. We are not responsible and have no liability for any item, service or treatment provided to you by any medical providers or third parties.

11. Limitation of Liability.

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL NEUROLOGX, INCLUDING THE AFFILIATED ENTITIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, FROM THE PERFORMANCE OR FAILURE OF NEUROLOGX TO PERFORM UNDER THESE TERMS, OR ANY OTHER ACT OR OMISSION OF NEUROLOGX OR AFFILIATED ENTITIES BY ANY OTHER CAUSE WHATSOEVER (WHETHER BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY), REGARDLESS OF WHETHER NEUROLOGX OR AFFILIATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In any case, without limiting the generality of the foregoing and to the maximum extent legally permissible, Neurologx and Affiliated Entities’ total aggregate liability for all damages or losses whatsoever arising hereunder or in connection with your use or inability to use the Content and/or Services shall be limited to the amount actually paid by you, if any, to Neurologx for the use of our Services or $US1.00, whichever is greater. You will not, and hereby waive any right to, seek to recover any other damages, including consequential, lost profits, special, indirect, or incidental damages from Neurologx and from Affiliated Entities.

Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, the full extent of the above exclusions and limitations may not apply.

12. Indemnification.

You agree to defend, indemnify and hold harmless Neurologx, including the Affiliated Entities from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Content and/or Services; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of our Services and/or your User Submissions; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms.

Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to indemnification by you without first obtaining our prior express written approval.

13. Termination.

At any time, we may suspend or terminate your Account if we believe, in our sole discretion, that one or more of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Neurologx, its users, or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; and/or (f) we are required to suspend or terminate your Account by law.

If you object to any term hereof, as may be amended from time to time, or become dissatisfied with our Services, you may terminate these Terms at any time by stopping your use thereof and asking us to delete your Account by contacting us at johno@neurologx.io and this will be your sole remedy in such circumstances.

Upon termination of your Account (including but not limited due to your failure to comply with the Terms) and/or termination of the Services’ operation: (i) the license and all other rights granted to you hereunder will automatically terminate, and (ii) you must immediately cease all use of the Services.

The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General sections will survive the termination of the Terms.

14. Dispute Resolution and Arbitration; Class Action Waiver.

Please read this carefully. If you are a resident of the United States of America, this affects Your rights. Otherwise, this Section applies to the extent applicable in your jurisdiction.

These Terms will be subject to and construed in accordance with the laws of the State of Delaware, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute You may have against Neurologx must be resolved exclusively by a state or federal court located in the State of Delaware, except as prohibited by law, as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in Wilmington, Delaware for the purpose of litigating all such claims or disputes.

Both parties agree to resolve any disputes through final and binding arbitration as detailed herein. Before filing a claim, both parties agree to try to resolve the dispute informally and undertake to make reasonable efforts to contact each other to resolve any claim before taking any formal action. If a dispute is not resolved within 15 days after the first notification of dispute is sent, each party may initiate an arbitration proceeding as described below. The parties hereby agree to pursue an arbitration proceeding in order to resolve the dispute quickly and efficiently and take action to minimize the costs imposed on the parties.

Any dispute arising from or relating to the subject matter of these Agreements shall be finally settled by binding arbitration in Delaware in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the arbitration provisions, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS. YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ACTIONS, CLASS ARBITRATIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. THE TERMS IN THIS SECTION ARE VALID ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

15. California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site is provided by Neurologx, LLC, 1515 S Capital of Texas Hwy, Suite 100, Austin, TX, 78746, USA. If You have a question or complaint regarding the Services, please contact our Customer Service at johno@neurologx.io. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

16. Communications

The parties agree that all correspondence relating to these Terms shall be written in the English language, and you consent to receive communications from Neurologx in an electronic form; and agree that all terms, agreements, notices, disclosures, and other communications that Neurologx provides to you electronically via e-mail satisfy any legal requirement that such communications would satisfy if it were to be in a physical writing. In the event that the e-mail address you provided to Neurologx is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Neurologx’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

You may also choose to register to receive communications via text, Short Message Service (SMS), or Multimedia Messaging Service (MMS) with Neurologx or through a customer of Neurologx which has obtained your lawful consent to receive communications via text, SMS or MMS. By registering to receive text/SMS/MMS communications (i) you represent that you are authorized to enroll the designated mobile phone number in the SMS/MMS communications, and to incur any mobile message or data charges that may be incurred by participating in the SMS/MMS communications; and (ii) you expressly consent and agree to accept and receive text message communications from Neurologx, as further described herein. The information in any message may be subject to certain time lags and/or delays. Neurologx is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise. Additionally, you agree and understand that if you choose not to register to receive SMS/MMS communications some of the features or services of the Services may be non-functional or unavailable. You may opt-out of receiving any future text messages from Neurologx at any time by either replying to a text message with the keyword “STOP”. If you opt-out you agree to receive a final text message confirming your opt-out.

17. General.

These Terms constitute the entire terms and conditions between you and Neurologx relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Neurologx. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. You acknowledge and agree that any cause of action that you may have, arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. If any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein. You may not assign or transfer these Terms including all rights and obligations hereunder without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification. No amendment hereof will be binding unless in writing and signed by Neurologx.

18. Contact Us.

If you have any questions or concerns regarding the Terms, please email us at johno@neurologx.io.