Terms of Use

Last Updated: July 24, 2018

The following terms of use (the “Terms of Use”), together with CBS’s privacy policy (the “Privacy Policy”) located at https://www.cambridgebrainsciences.com/privacy-policy, govern your access to and use of: (a) the CBS websites located at www.cambridgebrainsciences.com, health.cambridgebrainsciences.com, research.cambridgebrainsciences.com, brainlabs.me, legal.cambridgebrainsciences.com or home.cambridgebrainsciences.com (the “CBS Websites”); and (b) all other services provided by us, as described on, or provided through, the CBS Websites, including our web-based software-as-a-service solutions that are designed to test and assess cognitive functions by administering tests of memory, attention, reasoning and planning and collecting and displaying the resulting data (such web-based software-as-a-service solutions, the “Platforms”, and together with the CBS Websites, the “Services”). These Terms of Use form an agreement between Cambridge Brain Sciences Inc. (“CBS”, “us”, “we”, “our”) and you. The terms “you” and “user” refer to any person visiting, browsing, accessing, downloading, installing, or otherwise using the Services (the terms “use” and “using” will refer to any of the foregoing).

**BY USING ANY SERVICES, YOU: (I) REPRESENT AND WARRANT TO, AND COVENANT WITH, US THAT YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (II) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 16. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT USE THE SERVICES. IF YOU ARE USING THE SERVICES 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.

IF YOU ARE USING THE SERVICES ON BEHALF OF A THIRD PARTY PROVIDER (AS DEFINED BELOW), WHERE SUCH THIRD PARTY PROVIDER HAS ENTERED INTO A SEPARATE AGREEMENT TO USE THE SERVICES, THE TERMS OF SUCH AGREEMENT WILL GOVERN TO THE EXTENT OF ANY CONFLICT WITH THESE TERMS OF USE.**

1. CBS Platforms

CBS makes available the following Platforms, which are accessible to users with an active User Account (as defined below) for the applicable Platform:

(a) health.cambridgebrainsciences.com, designed to provide health and wellness providers with the ability to quantify and track a client’s cognition through administering tests in key cognitive domains such as memory, reasoning and concentration;

(b) legal.cambridgebrainsciences.com, designed to provide lawyers with the ability to quickly and conveniently quantify a client’s executive function;

(c) research.cambridgebrainsciences.com, designed for research and commercial-focused use in connection with the controlled assessment and analysis of cognitive function in targeted groups; and

(d) brainlabs.me, designed to enable users to test their cognition, track it over time, and compare their results to other users.

2. Permitted Use

The Platforms and services related thereto are 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.

Where the Platforms are made available to you by any authorized third party, including a health care practitioner or legal advisor (each, a “Third Party Provider”), the Platforms and services related thereto are provided to: (a) enable you to access tests of cognition, attentional control and deductive reasoning, and any resulting data; and (b) enable such Third Party Provider that has obtained rights to use the Platform and who has granted you access to the Services to collect, store, use and access your information for the purpose of assessing your cognitive or executive function.

As a condition of your use of the Platforms and services related thereto, you warrant that: (i) you will use the Platforms in accordance with these Terms of Use and for the uses set out in this Section 2 (the “Permitted Use”) only; and (ii) all User Data (as defined below) supplied by you on or through the Platforms is true, accurate, current and complete.

We retain the right, at our sole discretion, to deny you access to any Platforms and services related thereto, 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.

3. Ownership; Limited License

CBS or its licensors retain all ownership and intellectual property rights in and to: (a) the Services; (b) any information, material or content (including any design, infrastructure graphic, picture, illustration, software, artwork, video, music, sound, name, word, title, phrase, logo and mark) contained, provided or displayed on or through the Services, excluding User Data (as defined below) (collectively, the “Content”); (c) anything developed or delivered by or on behalf of CBS under these Terms of Use, including all modifications, updates, enhancements, aggregations, compilations, derivative works, translations, adaptations, and results from using the Services (including analyses, reports, recommendations and visual representations), in each case, in any form or medium, created or developed from, using, or on the basis of, any User Data (as defined below) by CBS on or through the Platforms in connection with the Services; and (d) any modifications, improvements, customizations, updates, enhancements, bug fixes, patches, service packs, releases, aggregations, compilations, derivative works, translations and adaptations (“Modifications”), to the foregoing (a), (b) and (c).

CBS grants to you: (i) a personal, revocable, non-exclusive and non-transferable right during the Term to use the Platforms and services related thereto for which you are provided access to by CBS solely for the Permitted Use and for no other purpose whether express or implied; and (ii) a personal, perpetual, non-exclusive, non-transferable right to use, reproduce, access and store any report containing the test results generated through your use of the Platform, including any data, information or other content forming part thereof, that CBS may provide to you pursuant to this Agreement for your internal purposes only. CBS reserves all rights not expressly granted to you under these Terms of Use.

You may load, transmit, enter, or provide data, information, or content (including information about an identifiable individual or any other information that is subject to privacy laws (“Personal Information”)), in the course of using the Services, including answers to test questions, responses to prompts for information, and any test results generated by or through the Platforms on the basis thereof, or we may collect (or the Platforms may obtain) such data, information, or content from your local computer system or servers, or from third-parties (including Third Party Providers) on your behalf (collectively, “User Data”). You grant to CBS a non-exclusive, royalty-free, irrevocable, fully paid-up, sublicensable, transferrable and worldwide right 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 and use all User Data to the extent required for CBS to perform the Services and as otherwise authorized under these Terms of Use.

For any Services made available to you by a Third Party Provider, you acknowledge and agree that CBS may share User Data with such Third Party Provider. You further acknowledge and agree that you permit such Third Party Provider and any of its authorized users to access, use and store User Data as authorized under these Terms of Use, including to assess cognition or executive function, and in accordance with applicable Third Party Provider’s privacy and information retention policies.

CBS may collect and analyze User Data that is not Personal Information in a non-identifiable manner relating to the provision, use and performance of the Services (collectively, “De-Identified Data”). You grant to CBS a non-exclusive, royalty-free, irrevocable, fully paid-up, perpetual, sublicensable, transferrable and worldwide right 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, sell, exploit, resell, distribute, provide, transfer and use all De-Identified Data, including for CBS to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CBS offerings.

CBS will own all right, title, and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Services or other feedback that you may propose or make while subject to these Terms of Use or which you and CBS may jointly make while subject to these Terms of Use (collectively, “Feedback”). You hereby irrevocably: (A) assign all right, title, and interest in and to the Feedback to CBS; and (B) waive in favour of CBS, its successors and assigns any and all moral rights that you have or may have in the Feedback and agree to provide CBS such assistance as it may require to document, perfect, and maintain CBS’s rights to the Feedback.

4. User Account

In order to use the Platforms, you may (as determined by us in our sole discretion; in each case, the account or records associated with your use of the Services and activities thereon, the “User Account”, and the login credentials or personalized link (as applicable), the “User ID”): (a) be required to successfully sign up for a User Account using the available interfaces on the Platforms; (b) be issued a username and password login credentials by us; or (c) receive a personalized link to access the Platforms. Where Services are made available to you by a Third Party Provider, you may also receive direct access to the Platforms from such Third Party Provider.

If you sign up for a User Account or are issued with a User ID:

(i) you will keep your User ID secure and will not share your User ID with anyone else;

(ii) you will be the sole user of the User Account;

(iii) you will not provide anyone else with access to your User Account for any reason; and

(iv) you will not use the Services to access, harvest, collect or otherwise obtain any Personal

Information in respect of anyone else.

5. Term and Termination; User Account Suspension

These Terms of Use will commence on the day you first use the Services (or any part thereof) and will continue in force until: (a) for Services used pursuant to a User Account, the earlier of (i) the date you cease using the Services, and (ii) such earlier date that your User Account is terminated by either party; and (b) for any other Services, the date on which you cease using the Services (the “Term”).

Either party may terminate your User Account and your use of any Services as follows: (A) we may terminate your User Account 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 Platforms; (B) you may terminate your User Account at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platforms) that your User Account be deleted and ceasing use of the Services. We reserve the right to suspend, limit, downgrade, deactivate, disable, or replace any User Account at any time in our sole discretion and without any notice to you.

6. Additional Terms for Paid Platform Subscriptions

Certain Platforms require payment and can only be accessed after payment is made (“Paid Platform Subscriptions”). The Paid Platform Subscriptions are subject to the following additional terms:

(a) Payment. By using a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use your payment method and that you authorize us (or our third-party payment processor, such as Stripe Payments Canada Ltd.) to charge your payment method for the total amount of your order, including any applicable taxes and other charges. If the payment method you provide cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update the payment information associated with your order, you can do so at any time through your User Account.

(b) Sales Tax. If applicable, we calculate and charges sales tax in accordance with applicable laws.

(c) Recurring Billing. Payment for the Paid Platform Subscriptions can be made either on an annual basis or a monthly basis. By subscribing to the Paid Platform Subscriptions and providing or designating a payment method, you authorize us to charge the applicable monthly or annual subscription fee at the then-current rate, and any other charges you may incur in connection with your use of the Paid Platform Subscriptions, to the chosen payment method.

(i) If you have chosen to be billed monthly (the “Monthly Plan”), you acknowledge that the amount billed each month may vary from month to month (i.e., as a result of promotional offers or discounts), and you authorize us to charge your payment method for such varying amounts, which may be billed monthly in one or more charges.

(ii) If you have chosen to be billed annually (the “Annual Plan”), you acknowledge that the amount billed each year may vary from year to year (i.e., as a result of promotional offers or discounts), and you authorize us to charge your payment method for such varying amounts, which may be billed annually in one or more charges.

(d) Subscription Cancellation. You can cancel Monthly Plans and Annual Plans at any time through your User Account. If you cancel your Monthly Plan or Annual Plan, you will enjoy your subscription benefits until the end of the then-current billing period.

(e) Refunds. PAYMENTS ARE NON-REFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED MONTHS OF THE PAID PLATFORM SUBSCRIPTIONS.

(i) If you cancel a Monthly Plan, you will continue to have access to the applicable Paid Platform Subscription through the end of your then-current billing period. For example, if your billing period started on January 10th and ended February 10th, and you made a request to cancel the Paid Platform Subscription on January 15th, you would continue to have access to such Paid Platform Subscription until February 10th. You would not receive any refund or credit for the period between the date when you made your request to cancel the Paid Platform Subscription and the end of the then-current billing period.

(ii) If you cancel an Annual Plan, you will receive a prorated refund of the annual subscription fee for the unused portion of the then-current billing period. The prorated refund will be calculated based on the number of full months remaining in such billing period, and no refunds will be given for partially-used months. For example, if your billing period started on January 10th and you made a request to cancel the Paid Platform Subscription on January 15th, you would continue to have access to such Paid Platform Subscription until February 10th, and would receive a refund for the time encompassing February 11th to the date that is one year following the commencement of your billing period. Because the implied monthly subscription fee of an Annual Plan is discounted, we reserve the right to charge you full monthly subscription fees (in accordance with the then-current fees for Monthly Plans) for the months you did use if you fail to maintain your subscription for the full year.

(iii) At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users (“Credits”). The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

(f) Requests for Credit Card Information. You should be mindful of any communication requesting that you submit credit card or other account information. Providing your information in response to these types of communications can result in identity theft. Always access your sensitive account information by going directly to the Platform and not through a hyperlink in an email or any other electronic communication, even if it looks official. CBS reserves the right to place any User Account on hold at any time, with or without notification to you, in order to protect itself and its partners from what it believes to be fraudulent activity. CBS is not obligated to provide a refund or credit you if your User Account is placed on hold.

7. Privacy Policy

Our CBS Privacy Policy located at https://www.cambridgebrainsciences.com/privacy-policy sets out a description of our privacy and data practices when you use the Services. Please review our Privacy Policy carefully. By using the Services, you consent to the data practices set out in the Privacy Policy.

For Services made available to you by a Third Party Provider, you acknowledge and understand that such Third Party Provider may collect, access, use, store, disclose or otherwise manage User Data obtained through the Services in accordance with their own privacy policies and notices, information retention policies, and terms of use.

8. Use Restrictions

You will not use the Platforms and services related thereto for purposes other than the Permitted Use. Without limiting the generality of the foregoing, the rights granted to you in these Terms of Use are subject to the following restrictions. Specifically, you will not (and will not attempt to):

(a) use of the Services in any manner that violates any applicable law or regulation or these Terms of Use;

(b) sub-license, sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;

(c) use the Services to permit timesharing, service bureau use or commercially exploit the Services;

(d) modify or attempt to modify the Services;

(e) reverse engineer, reverse assemble, de-compile or disassemble the Services, or any part thereof;

(f) remove or obscure any proprietary notices or labels on the Services, including brand, copyright, trademark and patent or patent pending notices;

(g) use the Services for the purpose of building a similar or competitive product or service;

(h) copy, imitate, reproduce, or republish the Services or any Content in any form or in any way, in whole or in part, including through any scraping, without the express prior written consent of CBS;

(i) use the Services to do anything unlawful, misleading, malicious, obscene, or discriminatory;

(j) do anything that could disable, overburden, or impair the proper working of the Services, such as a denial of service attack or disabling security features; or

(k) facilitate or encourage any violations of these Terms of Use.

9. Third-Party Links

The Services may provide links to third-party websites or applications. These links are provided solely for your convenience and for the convenience of other users of the Services. We do not endorse the information, products, or services described on those websites or applications; or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantable quality, merchantability, or fitness for any purpose. The content in any linked website or application is not under our control, and if you choose to access any such website or application, you do so entirely at your own risk.

10. Viruses

The downloading and viewing of any Content is done at your own risk. We cannot and do not guarantee or warrant that the Services or the Content are compatible with your computer system or that the Services or the Content, or any links from the Services 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 Services.

11. Internet Security Disclaimer

You consent to CBS’s collection, storage, use, and disclosure of User Data as contemplated hereunder, which will involve transmission over the Internet and over various networks, only part of which may be owned or operated by CBS. You acknowledge and understand that User Data may be accessed by unauthorized persons when communicated across the Internet, network communications facilities or other electronic means. CBS is not responsible for any User Data that is delayed, lost, destroyed, altered, intercepted or stored during the transmission of such content across network infrastructure not owned or operated by CBS, including the Internet, third party websites or your local networks. You agree that CBS is not in any way responsible for any interference with your use of the Services or security breaches arising from or attributable to such network infrastructure and, to the fullest extent permitted by law, you waive any and all claims against CBS in connection therewith.

12. Warranty; Disclaimer

You represent and warrant to, and covenant with, CBS that you have all consents or other authority required under applicable laws (including privacy laws) with respect to the User Data (including, for greater certainty, Personal Information) provided through the Services to enable CBS to provide the Services, including with respect to the collection, storage, access, use, disclosure and transmission of the User Data (including, for greater certainty, Personal Information), including by or to CBS and to a Third Party Provider, as applicable.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CBS TO YOU, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. CBS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CBS DOES NOT WARRANT THAT THE SERVICES (OR ANY PART THEREOF) WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED.

CBS EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION, INCLUDING REPORTS, PROVIDED TO YOU IN CONNECTION WITH ANY USE OF THE SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. YOU AGREE THAT SUCH DATA OR INFORMATION (INCLUDING REPORTS) ARE NOT INTENDED TO PROVIDE ANY LEGAL OR MEDICAL ADVICE, AND THAT CBS, WHETHER THROUGH THE SERVICES OR OTHERWISE, IS NOT PROVIDING YOU WITH ANY SUCH ADVICE PURSUANT TO THESE TERMS OF USE.

13. Limitation of Liability

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, DO NOT PERMIT THE LIMITATION OF LIABILITY IN CONSUMER CONTRACTS, AND AS A RESULT THE CONTENTS OF THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF CBS IN CONNECTION WITH OR UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, OR BREACH OF A FUNDAMENTAL TERM), EXTRA-CONTRACTUAL LIABILITY, OR OTHERWISE, EXCEED THE GREATER OF: (A) $10; OR (B) THE SUBSCRIPTION FEES PAID BY USER FOR THE SERVICES IN THE PRIOR 30 DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (IF ANY). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL CBS’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF USE.

IN NO EVENT WILL CBS BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION (INCLUDING ANY COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES); OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE USE OF THE SERVICES, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, OR BREACH OF A FUNDAMENTAL TERM), EXTRA-CONTRACTUAL LIABILITY, OR OTHERWISE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF USE, THE SERVICES OR THE CONTENT, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES OR THE CONTENT.

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 of Use is found to have failed of its essential purpose.

14. Indemnification

You will defend, indemnify and hold harmless CBS 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 reasonable legal and accounting fees, brought in connection with or as a result of:

(a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents referenced herein;

(b) your violation of any applicable law or the rights of a third party (including privacy or intellectual property rights);

(c) your use of the Services (or any part thereof);

(d) any User Data; or

(e) your misrepresentation, criminal behaviour, gross negligence, or wilful misconduct.

15. Applicable Law

THE FOLLOWING CHOICE OF LAW AND JURISDICTION WILL APPLY TO YOU EXCEPT WHERE PROHIBITED BY LAW, WHICH INCLUDES THE PROVINCE OF QUEBEC. These Terms of Use will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles, regardless of your domicile, residency, or physical location. Each party further consents to the exclusive jurisdiction and venue of the courts of Ontario, judicial district of Toronto. This choice of jurisdiction does not prevent CBS from seeking injunctive relief with respect to a violation of intellectual property rights in any appropriate jurisdiction.

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

16. Modifications; Changes to the Terms of Use; Suspension of Services

EXCEPT WHERE PROHIBITED BY LAW, WHICH INCLUDES THE PROVINCE OF QUEBEC, CBS reserves the right, at any time, with or without notice: (a) to make Modifications to the Services or to any Content, including the look, feel, and format; (b) to change these Terms of Use, including to reflect any such Modifications; and (c) to limit, suspend or discontinue the Services (or any part thereof), temporarily or permanently. Any such Modifications and resulting changes to these Terms of Use will take effect when posted to the CBS Website. It is your responsibility to review these Terms of Use regularly. By continuing your use of the Services after such Modifications or changes to these Terms of Use are posted, you will be deemed to have accepted such Modifications or changes. 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.

17. General Provisions

These Terms of Use, together with any agreement that incorporates these Terms of Use by reference, 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 Services. 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. The terms “consent” or “discretion”, when used in respect of CBS in these Terms of Use, means the right of CBS to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you. Except as otherwise provided in these Terms of Use, the parties’ rights and remedies under these Terms of Use are cumulative.

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.

The terms and conditions contained in these Terms of Use that are necessary for the interpretation hereof, or the nature and intent of which is to survive termination or expiration of these Terms of Use, will survive termination or expiration of these Terms of Use. If any provision of these Terms of Use is held by a tribunal or court of competent jurisdiction to be invalid or unenforceable to any extent, then the provision will be deemed to be severed from these Terms of Use and the remainder of these Terms of Use will continue in full force and effect.

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.

18. Contact Us

If you would like to request additional information regarding these Terms of Use, please contact us at: Cambridge Brain Sciences Inc. 372 Bay St., Suite 1500 Toronto, Ontario M5H 2W9 info@cambridgebrainsciences.com