DEFINITIONS

“Customer” or “You” means the person agreeing to the following Agreement and its included terms and conditions.

“Customer Account” means the information and payment terms related to Customer’s utilization of Account Access to the Platform.

“Licensor” means CerebroCore LLC.

“Provider” means {provider_company} ({provider_name})

“Subscription Term” means the period of time beginning when Provider first provides Customer with access to the Platform and ending upon Customer’s removal of access by Provider based upon the terms and conditions set forth in the Agreement.

1. Terms and Conditions.
   1. The following are the Terms and Conditions (the “Agreement”) which govern your access and use of the CerebroCore website, software, hardware and other online services owned and developed by CerebroCore LLC that provides  online interactive exercises and games (collectively the “Platform”). Utilization of this Platform by You is made possible by the Provider through Provider’s non-exclusive license with Licensor.   The Platform and all of the services provided herein are wholly owned by Licensor.
   2. By accessing or using the Platform, you are entering into this Agreement. You should read this Agreement carefully before accessing and using the Platform. If you do not agree to be bound to any term of this Agreement, you must not access the Platform.
2. Platform Access.
   1. Subject to the terms of the Agreement (and any applicable Service Specific Terms incorporated hereto by reference), Provider hereby grants to Customer a non-exclusive, non-assignable, non-transferable, limited term, right to access and use the Platform during the Subscription Term solely by Authorized Users for Customer’s internal business purposes.
   2. Provider will establish the Customer Account. Customer is solely responsible for managing the Customer Account and for controlling access to and use of the Platform, Customer Data by Customer’s Authorized Users. Customer shall be responsible and liable for the acts and omissions of its Authorized Users, including any unauthorized access to the Customer Account by third parties caused by Customer’s or its Authorized Users’ loss or disclosure of account credentials or passwords. Customer may not be provided a Customer Account where limited viewing rights to the Platform (or specific information contained therein) only are permitted.
   3. The Platform may include data, products and/or services to which separate license terms apply and that require acceptance by the Customer and/or an Authorized User.
   4. THE PLATFORM IS NOT INTENDED FOR THE PROVISION OF MEDICAL OR CLINICAL TREATMENT OR FOR THE PURPOSE OF PROVIDING ANY KIND OF MEDICAL OR OTHER HEALTH RELATED DIAGNOSIS.
3. Privacy and Security.
   1. Protecting and safeguarding any information you provide through the Platform is extremely important to us. Information about our security and privacy practices can be found on our Privacy Policy available at (INSERT HYPERLINK TO PRIVACY POLICY LANGUAGE )(The ‘Privacy Policy’).
   2. BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT. THE SAME RULES THAT APPLY REGARDING CHANGES AND REVISIONS OF THIS AGREEMENT ALSO APPLY TO CHANGES AND REVISIONS OF THE PRIVACY POLICY.
4. Third-Party Content.
   1. The Platform may contain other content, products or services which are offered or provided by third parties other than Provider through is license with Licensor (“Third Party Content”), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third-Party Content. We have no responsibility for the creation of any such Third-Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.
5. Disclaimer of Warranty and Limitation of Liability.
   1. YOU HEREBY RELEASE US AND AGREE TO HOLD PROVIDER HARMLESS FROM ANY AND ALL CAUSES OF ACTION AND CLAIMS OF ANY NATURE RESULTING FROM USE OF THE PLATFORM, INCLUDING (WITHOUT LIMITATION) ANY ACT, OMISSION, OPINION, RESPONSE, ADVICE, SUGGESTION, INFORMATION AND/OR ANY OTHER CONTENT OR INFORMATION ACCESSIBLE THROUGH THE PLATFORM.
   2. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, NON-INFRINGEMENT, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. THE USE OF THE PLATFORM IS AT YOUR OWN RISK. TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED.
   3. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT PROVIDER SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES.
   4. YOU UNDERSTAND, AGREE AND ACKNOWLEDGE THAT PROVIDER’S AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT OF MONEY PAID BY YOU OR ON YOUR BEHALF THROUGH THE PLATFORM IN THE 12 MONTHS PERIOD PRIOR TO THE DATE OF THE CLAIM.
   5. If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.
   6. This section (limitation of liability) shall survive the termination or expiration of this Agreement.
6. Your Account, Representations, Conduct and Commitments.
   1. You hereby confirm that you are legally able to consent to utilize the Platform or have the consent of a parent or guardian, and that you are legally able to enter into a contract.
   2. You hereby confirm and agree that all the information that you provided in or through the Platform, and the information that you will provide in or through the Platform in the future, is accurate, true, current and complete. Furthermore, you agree that during the term of this Agreement you will make sure to maintain and update this information so it will continue to be accurate, current and complete.
   3. You agree, confirm and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account (collectively “Account Access”). We advise you to change your password frequently and to take extra care in safeguarding your password.
   4. You agree to notify us immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.
   5. You agree, confirm and acknowledge that we will not be liable for any loss or damage that incurred as a result of someone else using your account, either with or without your consent and/or knowledge.
   6. You agree, confirm and acknowledge that you are solely and fully liable and responsible for all activities performed using your Account Access. You further acknowledge and agree that we will hold you liable and responsible for any damage or loss incurred as a result of the use of your Account Access by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.
   7. You agree and commit not to use the Platform or Account Access of any other person for any reason.
   8. You agree and confirm that your use of the Platform is for your own personal use only and that you are not using the Platform or the Online Services for or behalf of any other person or organization.
   9. You agree and commit not to interfere with or disrupt, or attempt to interfere with or disrupt, any of the Platform’s systems, services, servers, networks or infrastructure, including without limitation obtaining unauthorized access to the aforementioned.
   10. You agree and commit not to make any use of the Platform for the posting, sending or delivering of either of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause or encourage a criminal action or violate any applicable law.
   11. You agree and commit not to violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code in relation to your use of the Platform.
   12. You will indemnify Licensor, defend Licensor, and hold Licensor harmless from and against any and all claims, losses, causes of action, demands, liabilities, costs or expenses (including, but not limited to, litigation and reasonable attorneys’ fees and expenses) arising out of or relating to any of the following: (a) your access to or use of the Platform; (b) any actions made with your account or Account Access whether by you or by someone else; (c) your violation of any of the provisions of this Agreement; (d) non-payment for any of the services which were provided through the Platform; (e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.
   13. You confirm and agree to use only credit cards or other payment means (collectively “Payment Means”) which you are duly and fully authorized to use, and that all payment related information that you provided and will provide in the future, to or through the Platform, is accurate, current and correct and will continue to be accurate, current and correct.
   14. You agree to pay all fees and charges associated with your Account on a timely basis and according to the fees schedule, the terms and the rates as published in the Platform. By providing Provider with your Payment Means you authorize Provider to bill and charge you through that Payment Means and you agree to maintain valid Payment Means information in your Account information.
   15. If you have any concerns about a bill or a payment, please contact Platform services immediately by sending an email to info@cerebrocoreusa.com. We will evaluate your issue on a case by case basis and, at our discretion, take steps to resolve any issue in Provider’s sole discretion.
7. Modifications, Termination, Interruption and Disruptions to the Platform.
   1. You understand, agree and acknowledge that Provider may modify, suspend, disrupt or discontinue the Platform, any part of the Platform or the use of the Platform, whether to all customers or to You specifically, at any time with or without notice to you. You agree and acknowledge that Provider nor Licensor will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.
   2. The Platform depends on various factors such as software, hardware and tools, provided by either Provider, Licensor other contractors and suppliers. Provider makes commercially reasonable efforts to ensure the Platform’s reliability and accessibility, You understand and agree that no platform can be 100% reliable and accessible and so there is no guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
8. Third Party Beneficiary. It is agreed and acknowledged by You that Licensor shall be deemed an intended third-party beneficiary of this Agreement.
9. Notices. Provider may provide notices or other communications to you regarding this Agreement or any aspect of the Platform, by email to the email address that You provided, or by posting it online. The date of receipt shall be deemed the date on which such notice is given.
10. Important Notes on this Agreement.
    1. This Agreement shall be interpreted solely in accordance with the laws of the State of South Carolina excluding any rules governing choice of laws.
    2. You irrevocably agree that the exclusive venue for any action or proceeding arising out of relating to this Agreement or our relationship with you, regardless of theory, shall be the U.S. District Court for the District of South Carolina, or the state courts located in Beaufort County South Carolina. You irrevocably consent to the personal jurisdiction of the aforementioned courts and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts. Nothing in this Agreement, including the choice of the laws of the State of South Carolina, affects your statutory rights as a consumer to rely on the mandatory consumer protection provisions contained in the law of the country in which you live.
    3. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND PROVIDER WITH RESPECT TO THE MATTERS SET FORTH HEREIN. YOU CONFIRM THAT YOU HAVE NOT RELIED UPON ANY PROMISES OR REPRESENTATIONS BY PROVIDER OR LICENSOR EXCEPT AS SET FORTH IN THIS AGREEMENT.
    4. This Agreement may be changed by posting modifications on the Platform. Unless otherwise specified, all modifications shall be effective upon posting. Therefore, You are encouraged to check the terms of this Agreement frequently. The last update date of this Agreement is posted at the bottom of the Agreement. By using the Platform after the changes become effective, You agree to be bound by such changes to the Agreement. If you do not agree to the changes, you must terminate access to the Platform and participation in its services.
    5. This Agreement may be freely transferred or assigned by Provider along with any of its obligations hereunder.
    6. The paragraph headings in this Agreement are solely for the sake of convenience and will not be applied in the interpretation of this Agreement.
    7. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
    8. To clear any doubt, all clauses regarding limitations of liabilities and indemnification shall survive the termination or expiration of this Agreement.
11. Proprietary Rights.
    1. All title, ownership, and right in and to the Platform, as well as any modifications or derivative works of the Platform (even if created by Customer or by an Authorized User), and any media or infrastructure on which the Platform is provided, all rights and title of such, remain with Licensor and are provided to You solely through Provider’s non-exclusive license with Licensor.
    2. If Customer provides Provider feedback or suggestions about the Platform, then Licensor may use that information without obligation to Customer, and Customer irrevocably assigns Licensor all rights, title, and interest in that feedback and/or those suggestions.
    3. Noting in this Agreement shall be construed grant the Customer any rights to or in patents, know how, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses to any portion of this Platform or any related products or services offered by Provider through is non-exclusive license with Licensor.

LAST UPDATED: September 16, 2021