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Cambridge Brain Sciences Terms of Use

Last Updated: October 29, 2015

BY INSTALLING, DOWNLOADING, ACCESSING OR OTHERWISE USING (“USE” IN THIS TERMS OF USE WILL MEAN ANY OF THE FOREGOING, AND “USING” WILL HAVE A CORRESPONDING MEANING) THE PLATFORM (AS THAT TERM IS DEFINED BELOW), YOU: (A) REPRESENT AND WARRANT TO, AND COVENANT WITH, US THAT YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE PLATFORM (AS THAT TERM IS DEFINED BELOW). IF YOU ARE ACCESSING OR USING THE PLATFORM (AS THAT TERM IS DEFINED BELOW) ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

The following terms of use (the "Terms of Use") govern your access to and use of: (a) the CBS websites located at www.cbstrials.com, www2.cbstrials.com and www.cambridgebrainsciences.com (collectively, the “Websites”); and (b) all other services provided by us, as described on, or provided through, the Websites, including our services to test and assess cognitive functions by administering tests of memory, attention, reasoning and planning and collecting and displaying the resulting data (collectively, the "Platform”). These Terms of Use form an agreement between Cambridge Brain Sciences Inc. ("CBS", “us”, “we”, “our”) and you. The term "you" refers to the person or entity visiting the Websites, browsing or otherwise using the Platform.

  1. Permitted Use

The Platform is provided solely for the administration of certain tests made available by us (and for the provision of any related information that we may prompt for or request) with the objective of generating a profile of cognitive abilities through the Platform on the basis of such test results and related information (the “Permitted Use”).

As a condition of your use of the Platform, you warrant that: (a) you will use the Platform in accordance with these Terms of Use and for the Permitted Use only; and (b) all information supplied by you on or through the Platform is true, accurate, current and complete.  We retain the right, at its sole discretion, to deny you access to the Platform or the services it offers, at any time and for any reason, including for violation of these Terms of Use. You will cease and desist from any such use immediately upon request by us.

  1. Changes to these Terms of Use and Content on the Platform

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WE RESERVE THE RIGHT TO CHANGE THESE TERMS OF USE AT ANY TIME WITHOUT NOTICE BY POSTING REVISED VERSIONS ON THE PLATFORM. YOUR CONTINUED ACCESS TO OR USE OF THE PLATFORM AFTER ANY CHANGES TO THESE TERMS OF USE INDICATES YOUR ACCEPTANCE OF SUCH CHANGES. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE REGULARLY. EXCEPT AS DESCRIBED ABOVE, NO AMENDMENT, SUPPLEMENT, OR MODIFICATION OF THESE TERMS OF USE, AND NO CONSENT OR APPROVAL BY US, WILL BE BINDING UNLESS EXECUTED IN WRITING BY US.

Without limiting our other rights, we also reserve the right to change any information, materials or content (including all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks) contained, provided or displayed on or through the Platform (the "Content") at any time and without notice.  

  1. License Grants

Subject to these Terms of Use, we grant you a personal, revocable, non-exclusive and non-transferable license during the Term to use the Platform in accordance with these Terms of Use and for the Permitted Use only.  

Subject to these Terms of Use, you grant to us a non-exclusive, royalty-free, irrevocable, fully paid-up, perpetual, sublicensable, transferrable and worldwide right and license to reproduce, modify, update, perform, create compilations, aggregations, enhancements, adaptations, translations or derivative works from or on the basis of, process, develop, access, collect, store, use, sell, exploit, resell, distribute, provide, transfer and use any data, information, content, records and files that ((a) and (b) are, collectively, the “User Content”): (a) you upload, transmit to or enter into the Platform (including your answers to any test questions and information provided in response to prompts or requests on or through the Platform); or (b) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing anything described in (a) above, and modifications, updates, enhancements, aggregations, compilations, adaptations, translations and derivative works created from or on the basis of anything described in (a) above, for any purpose.

  1. User Account

In order to use the Platform, you may (as determined by us in our sole discretion; in each case, the account or records associated with your use of the Platform and activities thereon, the “User Account”, and the login credentials or personalized link (as applicable), the “User ID”): (i) be required to successfully sign up for an account using the available interfaces at the Platform; (ii) be issued a username and password login credentials by us; or (iii) receive a personalized link to access the Platform. If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else, and you will not use the Platform to access, harvest, collect or otherwise obtain any information about an identifiable individual or information that is otherwise subject to applicable privacy, data protection or similar laws (“Personal Information”) in respect of anyone else. We reserve the right to disable any User Account issued to you at any time in our sole discretion and without any notice to you.

  1. Term and Termination

These Terms of Use will commence on the day you first use the Platform and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Platform; (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted and ceasing use of the Platform.

  1. Ownership

We expressly reserve all rights in the Content and the Platform that are not expressly granted to you. You acknowledge that all right, title and interest in the Content and the Platform, and any modifications, updates, enhancements, aggregations, compilations, adaptations, translations and derivative works created from or on the basis of the Content or the Platform, in each case in any form or medium, and all intellectual property rights therein will remain with us (or our third party suppliers, if applicable). Use of the Platform is provided by us hereunder as a limited license, and neither the Platform nor any part of it (including any Content) is “sold” to you.

  1. Privacy Policy

Please click here to review our current privacy policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information (the “Privacy Policy”): http://www.cambridgebrainsciences.com/terms/privacy/.  You will not use the Platform unless you have familiarized yourself with our Privacy Policy and agree to it.

  1. Restrictions on Use

You will not, without our prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (a) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose in our discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) remove any watermarks, labels or other legal or proprietary notices included in the Platform or the Content; (g) modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution; (i) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content; (k) create adaptations, translations, or derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform or the Content; (l) use or access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion.

  1. Third Party Websites

The Platform may provide links to third party websites. We do not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under our control, and if you choose to access any such web site, you do so entirely at your own risk.

  1. Viruses

The downloading and viewing of any Content is done at your own risk. We cannot and do not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, will be free of viruses, worms, Trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.

  1. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Platform. Although we generally adhere to the accepted industry practices in securing the transmission of data to, from, and through the Platform, you understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.

  1. DISCLAIMER AND LIMITATION OF LIABILITY

THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES. WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTIBLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE PLATFORM IS NOT FAULT-TOLERANT AND NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE FOR ANY PURPOSE OTHER THAN IN RESPECT OF THE PERMITTED USE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THIS TERMS OF USE, THE PLATFORM OR THE CONTENT, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL WE BE LIABLE FOR (A) LIBEL, SLANDER, DEFAMATION OR THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THE RIGHTS OF ANY THIRD PARTY ARISING IN CONNECTION WITH THE PLATFORM OR THE CONTENT; OR (B) DAMAGES ARISING IN CONNECTION WITH THE STORAGE, PROCESSING OR TRANSMISSION OF INFORMATION, CONTENT OR MATERIALS ON OR THROUGH THE PLATFORM IN VIOLATION OF APPLICABLE LAWS OR THE RIGHTS OF THIRD PARTIES.

TO THE EXTENT THE FOREGOING EXCLUSION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, THE PLATFORM OR THE CONTENT, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT EXCEED FIVE CANADIAN DOLLARS (CAD$5) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

  1. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, affiliates, employees, agents, contractors, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:

  1. your breach of any of your warranties, representations or obligations under these Terms of Use or any documents referenced herein;
  2. your violation of any applicable law or the rights of a third party (including privacy or intellectual property rights);
  3. your use of the Platform; or
  4. any User Content.
  1. Governing Law and Jurisdiction

These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Platform or the Content.

You will only use the Platform and the Content in jurisdictions where the Platform and the Content may lawfully be used.

  1. General Provisions

These Terms of Use constitute the entire agreement between us and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect.

Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provisions or right.  Any waiver of a provision or right by us must be in writing to be effective.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.