Terms & Conditions

Last updated November 2012

PLEASE READ CAREFULLY BEFORE USING THIS SITE

Your entry into and usage of this website (the “Site”) shall be in the capacity of an associate member (referred to herein as “Colleague”). As a Colleague, you shall have the ability to run tests by utilizing the subscription of the Customer (the entity that has acquired a license to obtain the Services, which are defined below, from the Site), who has designated you as a Colleague. Notwithstanding anything to the contrary herein, it is hereby clarified that your test results are available solely for your personal review on the Site, and no other Colleague or Customer may access your test results. However, despite anything to the contrary herein, please note that as a Colleague you are not permitted to purchase any tests or to delegate the administration of any tests, nor do you have any permit or ability to designate additional Colleagues with similar associate member privileges.

As a designated Colleague of the Customer, the following Terms and Conditions shall apply to you mutatis mutandis.

Terms and Conditions of Use

Any entry into, and use of the Site, constitutes your complete acceptance, on behalf of yourself and/or the entity licensed to obtain Services from the Site, without limitation or qualification, these Terms and Conditions  (the “Terms and Conditions”) and all applicable laws.  By accessing and using the Site, you certify that you are authorized to accept these terms on behalf of yourself and the entity that has acquired a license to obtain Services (as defined below) from the Site (such entity is herein referred to as “Customer”).  Neuro – Technology Solutions Ltd. (“NeuroTech”) may revise and update these Terms and Conditions at any time and such revisions are binding.  Changes to these Terms and Conditions shall apply as of and following the date of the change.

  1. Terms and Conditions. These Terms and Conditions supplement and shall not derogate from any specific agreement executed by and between a Customer of NeuroTech and NeuroTech (the “Agreement”), and such Agreement shall prevail in every instance in which it conflicts with these Terms and Conditions.
  2. NeuroTech’s Services. NeuroTech provides services, based on tools and technology developed solely by NeuroTech, which can assist qualified personnel in diagnostic activities relating to Attention Deficit Hyperactivity Disorder (the “Services”).
  3. Customer’s Responsibilities/Representations and Warranties. The following are Customer’s responsibilities and shall not be the responsibility of NeuroTech:

    3.1    Equipment. Customer shall provide, maintain and repair at Customer’s own expense all equipment and ancillary services required to access, connect to or otherwise use the Services, including, without limitation, modems, hardware, third party software, servers, operating systems, networking equipment, web servers and long distance and local telephone service, but excluding NeuroTech Software (the  “Software”, and collectively, “Customer Equipment”). Customer Equipment shall meet the requirements provided by NeuroTech in writing from time to time.  Customer shall also be responsible for the security and use of the Equipment. Customer shall assume full responsibility including expenses for remote connectivity necessary for such download and the transmission of test data and to access and use of the Services.
    3.2    Employee Standards. Customer shall be responsible for training Customer’s representatives and other employees who use the Software to perform assessments on Customer’s patients in accordance with the training requirements set by NeuroTech from time to time. Customer hereby (i) agrees that testing using the Software will only be performed by appropriately licensed personnel, qualified to perform such procedures, (ii) recognizes, acknowledges and agrees that NeuroTech shall have no liability in connection with any third party claims arising from a breach of the foregoing, and (iii) agrees to indemnify and hold harmless NeuroTech from any such claims.

  4. Breach. In the event Customer breaches any of Customer’s covenants or agreements in the Agreement, or in the event Customer breaches these Terms and Conditions, NeuroTech may, pursuant to its sole discretion, (i) suspend the provision of Services to Customer upon verbal or other notification to Customer, or (ii) terminate the Agreement and the License upon written notification to Customer, provided a prior written notice was given, and such breach was not rectified within 7 business days of notification.  Upon expiration or termination of the Agreement, NeuroTech shall be relieved of all obligations to provide access to, or use of, the Services or results reports, however Customer shall maintain access to all result reports procured for the appropriate compensation and in accordance with the terms of this Agreement.
  5. Passwords. NeuroTech shall furnish the Customer with passwords that allowing the Customer and employees and service providers, who are specifically designated by the Customer, to utilize the Services. Use of passwords shall be in accordance with NeuroTech’s guidelines, as amended from time to time. The Customer shall be liable for any and all use user accounts and passwords it has been provided with. Moreover, the Customer shall be responsible for maintaining confidentiality of passwords provided to it, and shall confirm that the password shall not be transferred even to unrelated personnel in the employ of the Customer. The Customer shall not provide its password to any third parties, nor shall it attempt to access the site using any password other than the password it was provided with by NeuroTech.
  6. Proprietary Information. Customer acknowledges and agrees that NeuroTech’s Software and the methodology embodied therein are NeuroTech’s propriety, and that NeuroTech retains all right, title and interest therein and thereto and all copies, improvements, enhancements, modifications and derivative works of, or based on the Software.  Title to and ownership of any and all proprietary rights including, without limitation, all patents, patent applications, copyrights, trademarks and trade secrets embodied in the Software, whether now existing or which may exist in the future, shall remain solely with NeuroTech. All elements comprising the Site, including without limitation, the text, site design, logos, graphics, icons and images, as well as the selection, assembly and arrangement thereof are the sole property of NeuroTech or its licensors.  Except as expressly permitted in the Agreement, any other use, of any content of the Site is strictly prohibited. Unless otherwise stated, trademarks, service marks and logos displayed on the Site are the exclusive property of NeuroTech, and may not be used without the express written consent of NeuroTech. All rights not expressly granted herein are reserved to NeuroTech, its affiliates and its licensors.  Site content and features are subject to change or termination without notice pursuant to the sole discretion of NeuroTech.
  7. Covenants Regarding License. Customer agree not to cause or permit, directly or indirectly, any person, including but not limited to Customer’s Representatives to (i) use, copy, modify, rent, lease, sub-license, distribute, disclose, or transfer the Software, any portion thereof, or any copy thereof to any other person or entity, except as expressly provided in the Agreement; (ii) decompile, reverse engineer, disassemble, attempt to disassemble, or otherwise reduce the Software to a human-perceivable form, or make modifications to or derivative works of Software; or (iii) use the Software and/or Services in connection with a service bureau or other configuration whereby any third party would be able to use the Software or access the Services.
  8. Enhancements. From time to time, NeuroTech may, in its sole discretion, modify, enhance or otherwise revise the functional features of the Software and make such changes available to Customer in lieu of the functional features previously provided.
  9. Privacy and Consents. As used in this Section, Personal Information shall mean any medical or other information submitted to NeuroTech or the Site in connection with use of the Services pertaining to individuals. Customer shall bear sole responsibility to obtain and retain all legally mandated informed consents from individuals (or by persons having legal responsibility or express authority to act on behalf of such individuals), with respect to which personal or medical information is provided, or in connection with whom the Software or Services are used. If such individual is under the age of 18, such consent will be given by the child’s parent or legal guardian. Upon NeuroTech’s request, Customer shall provide NeuroTech with all the informed consent forms obtained and retained by Customer. Without derogating from the foregoing, Customer shall indemnify NeuroTech for any damages or losses caused, directly or indirectly, from Customer’s breach of, or non-compliance with, this Section.
  10. Other Provisions Relating to the Services.

    10.1 Availability. NeuroTech shall use reasonable commercial efforts to maintain the availability of the Services, but does not guarantee any specific level of availability of Services. NeuroTech will not be liable to Customer as a result of temporary service interruptions.
    10.2 No Liability for Equipment. NeuroTech shall have no responsibility or liability whatsoever for the operation or maintenance of Customer’s computers, computer operating system, peripherals or any third-party software (the “Computer Components”) used by Customer.  In no event shall NeuroTech be responsible for any defects (regardless of whether such Computer Components were recommended by NeuroTech), errors, malfunctions or other problems arising from, or related to the operation or maintenance of Customer’s Computer Components, and the  Customer agrees that Customer’s sole remedy shall be such remedy as is afforded to Customer against the applicable equipment manufacturer, or such other remedy as Customer may have against the applicable equipment licensor.
    10.3 No Liability for Links. The Site may provide links to websites operated by its affiliates and third parties (the “Links”).  NeuroTech makes no representations whatsoever about any affiliate or third party websites that may be accessed through the Site, and the fact that such Link appears should not be construed as an endorsement of that site or its proprietor. NeuroTech is not responsible for the privacy practices, terms and conditions or the content of such websites.  NeuroTech prohibits (i) the framing of any materials available through the Site, and (ii) “deep linking” to pages of the Site, with the exception of NeuroTech’s home page
    10.4 Use of Information. It is hereby clarified that all rights, title and interest in and to any and all intellectual property (whether registered or not), embedded in or stemming from, the Software, the Website and the Services, are and shall always remain vested with Neurotech (subject to Neurotech’s usage of any licenses in the ordinary course of business and in accordance with their terms). It is further clarified that any use of the Site and/or the Services that is not made in accordance with this Agreement is prohibited. Neurotech shall have an irrevocable license to use the information and data accrued in connection with the Services, including the right to use the Software for the purpose of administering the tests, and the Company shall further have the right to use such information and data, in anonymous form, for research and for Neurotech’s internal purposes.

  11. Continuing Obligations Upon Termination and/or Expiration. Following expiration or termination of the Agreement for any reason, all rights of Customer to use the Software or Services or access the Site shall cease. The parties agree to maintain the confidentiality of any proprietary information, including proprietary or confidential customer information, mutually obtained during the term of this Agreement.  The provisions of Sections 3,4,6,9,11 and 12 shall survive termination or expiration of the Agreement and these Terms and Conditions for any reason.
  12. Miscellaneous.

    12.1 Waiver. The failure or forbearance of NeuroTech to exercise or enforce any right conferred upon it hereunder shall not be deemed to be a waiver of any such right, or operate to bar the exercise or performance thereof at any time or times thereafter.  A waiver of any right hereunder at any given time, including rights to any payments, shall not be deemed a waiver thereof for any other time.
    12.2 Severability. If any provision of these Terms and Conditions is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, Customer and NeuroTech shall, if possible, mutually agree upon a legal, valid and enforceable substitute provision which is as similar in effect to the deleted provision as possible. The remaining portion of these Terms and Conditions not declared illegal, invalid or unenforceable shall, in any event, remain valid and effective for the term remaining unless the provision found illegal, invalid, or unenforceable materially reflects the essence of these Terms and Conditions.
    12.3 Notice. All notices hereunder shall be in writing, personally delivered, by registered mail with confirmation upon delivery, or by a widely recognized overnight delivery service, fax or email, addressed to Customer at the address provided in the Agreement, and to Neuro – Technology Solutions Ltd., 3 Golda Meir Street, Science Park, Nes Ziona, Zip Code 74036,  at +972-8-6466107; fax: 972-8-8680528; email: info@neurotech.co.il.A notice shall be effective from the date of personal delivery or upon receipt if sent by registered mail, and upon the date of sending if sent by fax or email.
    12.4 Governing Law and Venue. These Terms and Conditions shall be interpreted in accordance with the laws of the State of Israel.  Customer agrees that any legal or equitable action of whatever nature by or against NeuroTech arising out of or related in any respect to these Terms and Conditions shall be brought only before the jurisdiction of the competent courts of Tel-Aviv or Jerusalem, pursuant to any applicable Israeli laws pertaining to subject matter jurisdiction.