Terms and Conditions
AGREEMENT BETWEEN USER AND NEUROPROFILE INC.
Access to and use of this website is subject to the following conditions. Please do not use this website unless you agree with these conditions.
The Web Site (the “Site”) is comprised of various web pages developed and administered by NeuroProfile Inc. and/or its agents (“NEUROPROFILE INC.”). Please note that we may make changes to the following terms of use at our own discretion and without prior announcement. We must therefore ask you, next time you visit this website, to view the conditions again and to note any changes or amendments that may have been made.
We have carefully checked this website and make every effort to continually expand and update it. However, we cannot accept responsibility for errors, omissions or possible obsolescence
Access to and use of the Site is conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Site constitutes your agreement to all such terms, conditions, and notices.
MODIFICATION OF THESE TERMS OF USE
NEUROPROFILE INC. reserves the right to change the terms, conditions, and notices under which the Site is offered, including but not limited to the charges associated with the use of the Site.
LINKS TO THIRD PARTY SITES
The Site may contain links/references to third party websites (“Linked Sites”). The Linked Sites are not under the control of NEUROPROFILE INC. and it is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. NEUROPROFILE INC. is not responsible for webcasting or any other form of transmission received from any Linked Site. By providing such links, NEUROPROFILE INC. does not imply endorsement, investigation or verification by NEUROPROFILE INC. of the linked website or information contained therein. Neither does NEUROPROFILE INC. accept any responsibility for the availability or the contents of such websites or any liability for damage or injury resulting from the use of such contents, of whatever form. Links to other websites are provided to website users merely for the sake of convenience. Users access such websites at their own risk.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Site, you warrant to NEUROPROFILE INC. that you will not use the Site for any purpose that is unlawful or that is prohibited by these terms, conditions, and notices. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
ACCESS RIGHTS
Please note that you are obliged to protect your access rights from unauthorized third-party use and that you must ensure that such access rights cannot be used by others without your authorization.
You must notify NEUROPROFILE INC. immediately if you learn that security has been violated in respect of any details available on the NEUROPROFILE INC. website or if unauthorized persons have obtained your access rights or if you have found indications that such access might become possible.
MATERIALS PROVIDED TO NEUROPROFILE INC. OR POSTED ON ANY NEUROPROFILE INC. WEB SITE
The user of this website is fully responsible for the content and correctness of details he or she sends to NEUROPROFILE INC. as well as for the non-violation of any third-party rights that may be involved in such details. The user gives his or her consent for NEUROPROFILE INC. to store such details and to use the same for the purpose of statistical analysis or for any other specified business purpose, unless the information involves personal details, going beyond master data or usage data. EXCEPT FOR SUCH PERSONAL DETAILS, ALL INFORMATION YOU TRANSMIT TO THIS WEBSITE INCLUDING ANY DATA, QUESTIONS, COMMENTS, SUGGESTIONS OR THE LIKE IS AND WILL BE TREATED AS BEING NON-CONFIDENTIAL AND NON-PROPRIETARY. In particular, NEUROPROFILE INC. is entitled to use the contents of such messages, including ideas, inventions, blueprints, techniques and expertise contained therein, for any purpose, such as the development, production and/or marketing of products or services and to reproduce such information and make it available to third parties without any limitations and without incurring any obligation whatsoever to you, and by sending such information you waive all your rights thereto.
NEUROPROFILE INC. reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in NEUROPROFILE INC.’s sole discretion.
LIABILITY DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. NEUROPROFILE INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
NEUROPROFILE INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. THIS WEB SITE IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. NEUROPROFILE INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEUROPROFILE INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF NEUROPROFILE INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
TERMINATION/ACCESS RESTRICTION
NEUROPROFILE INC. reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.
GENERAL: The laws of the Province of British Columbia will govern these disclaimers, terms, and conditions, without giving effect to any principles of conflicts of laws. NEUROPROFILE INC. reserves the right to make changes to the Site and these disclaimers, terms, and conditions at any time and you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and NEUROPROFILE INC. as a result of this agreement or use of the Site. NEUROPROFILE INC.’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of NEUROPROFILE INC.’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by NEUROPROFILE INC. with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and NEUROPROFILE INC. with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and NEUROPROFILE INC. with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT
This website and its contents, including all information, videos, images and photographs, are protected by copyright, which is owned by NEUROPROFILE INC. and/or by third parties, and is reproduced in this website under license. The website and its contents are intended for private, non-commercial use by individuals. Any commercial use of the website, in whole or in part, directly or indirectly, is specifically forbidden except with the prior written authority of the owner of the copyright.
Users may not print or otherwise save individual pages for private or commercial use or share with any thirds parties such as including, but not limited to, NEUROPROFILE INC. competitors. The Content may not be modified or altered in any respect, merged with other data or published in any form, in whole or in part. The prohibited uses include “screen scraping”, “database scraping” and any other activity intended to collect, store, reorganize or manipulate data on the pages produced by, or displayed on the NEUROPROFILE INC. website.
TRADEMARKS
Trademarks used on the website, including The NEUROPROFILE logo, may be owned by NEUROPROFILE INC. or third parties. Nothing contained on this website gives any user the right or license to use any trademark displayed on this website without the express permission of the owner.
NON-DISCLOSURE
BACKGROUND:
1. The Information Provider and the User desire to enter into a confidentiality agreement with regard to: NEUROPROFILE INC. will share confidential content with user (the “Permitted Purpose”).
2. In connection with the Permitted Purpose, the User will receive certain confidential information (the ‘Confidential Information’).
IN CONSIDERATION OF and as a condition of the Information Provider providing the Confidential Information to the User in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Confidential Information
1. All written and oral information and materials disclosed or provided by the Information Provider to the User under this Agreement is Confidential Information regardless of whether it was provided before of after the date of this Agreement or how it was provided to the User.
2. ‘Confidential Information’ means all data and information relating to the Information Provider, including but not limited to, the following:
a. ‘Customer Information’ which includes names of customers of the Information Provider, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Information Provider;
b. ‘Intellectual Property’ which includes information relating the Information Provider’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights ( including patents, copyrights and trade secrets);
c. ‘Marketing and Development Information’ which includes marketing and development plans of the Information Provider, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Information Provider which have been or are being discussed;
d. ‘Business Operations’ which includes internal personnel and financial information of the Information Provider, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Information Provider’s business;
e. ‘Product Information’ which includes all specifications for productions of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, of any type or form in any stage of actual or anticipated research and development;
f. ‘Production Processes’ which includes processes used in the creation, production, and manufacturing of the work product of the Information Provider, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
g. ‘Service Information’ which includes all data and information relating to the services provided by the Information Provider, including but not limited to, plans, schedules, manpower, inspection and training information;
h. ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of the Information Provider, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
i. ‘Computer Technology’ which includes all scientific and technical information or material of the Information Provider, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
j. ‘Accounting Information’ which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Information Provider; and
k. Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non-disclosure agreement entered into between the third party and the Information Provider.
3. Confidential Information will not include the following information:
a. Information that is generally known in the industry of the Information Provider;
b. Information that is now or subsequently becomes generally available to the public through no wrongful act of the User;
c. Information that the User rightfully had in their possession prior to the disclosure to the User by the Information Provider;
d. Information that is independently created by the User without direct or indirect use of the Confidential Information; or
e. Information that the User rightfully obtains from a third party who has the right to transfer or disclose it.
Obligations of Non-Disclosure
4. Except as otherwise provided in this Agreement, the User must not disclose the Confidential Information.
5. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the User for the Permitted Purpose. The User will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any of its affiliates or subsidiaries.
6. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the User in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
7. The User may disclose any of the Confidential Information:
a. To such of their employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:
i. The User has informed such personnel of the confidential nature of the Confidential Information;
ii. Such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the User;
iii. The User agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
iv. The User agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by their personnel.
b. To a third party where the Information Provider has consented in writing to such a disclosure; and
c. To the extent required by law or by the request of requirement of any judicial, legislative, administrative or other governmental body.
8. The User agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
Non-Solicitation
9. The User, their affiliates, subsidiaries and representatives will not, during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, directly or indirectly, employ or solicit for employment any person who is now employed or retained by the Information Provider or any affiliate of the Information Provider without the prior written consent of the Information Provider, which consent may not be unreasonably withheld.
Ownership and Title
10. Nothing contained in this Agreement will grant to or create in the User, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Information Provider.
Remedies
11. The User agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the User agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the User and any agents of the User, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
Return of Confidential Information
12. The User will keep track of all Confidential Information provided to them and the location of such information. The Information Provider may at any time request the return of all Confidential Information from the User. Upon the request of the Information Prover, or in the event that the User ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the User will:
a. Return all Confidential Information to the Information Provider and will not retail any copies of this information;
b. Destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the User’s review of the confidential information; and
c. Provide a certificate to the Information Prover that such materials have been destroyed or returned, as the case may be.
Notices
13. In the event that the User is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the User will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the User’s compliance with the provisions of this Agreement in regards to the request.
14. If the User loses or makes unauthorized disclosure of any of the Confidential Information, the User will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
15. Any notices or delivery required in this Agreement will be deemed completed when sent via email to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
16. The email address for any notice to be delivered to the Information Provider of this Agreement is as follows:
NEUROPROFILE INC.: contact@neuroprofile.ca
Representations
17. In providing the Confidential Information, the Information Provider makes no representations, either expressly of impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark infringement that may result from the use of such information.
Termination
18. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
Assignment
19. Except there a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
Amendments
20. This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the User.
Governing Law
21. This Agreement will be construed in accordance with and governed by the laws of British Columbia.
General Provisions
22. Time is of the essence in this Agreement.
23. This Agreement may be executed in counterparts.
24. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
25. The clauses, paragraphs and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
26. The User is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the User.
27. The Information Provider and the User acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Information Provider and the User that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the User to give the Information Provider the broadest possible protection against disclosure of the Confidential Information.
28. No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
29. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the User.
30. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.