TERMS OF SERVICE

Last Updated: June 18, 2024

These Terms of Service (“Terms”) apply to your access to and use of our websites, including the content, materials and information available on or through the websites (collectively, the “Site”), provided by NeuroTechnology Investors, LLC, NeuroTechnology Partners Fund, LLC and our subsidiaries and affiliated companies (collectively, “NTI”, “we”, “our”, or “us”). By using our Site, you agree to these Terms. If you do not agree to these Terms, do not use our Site.

We may supply different or additional terms in relation to the products or services we provide, and those different or additional terms become part of your agreement with us if you use those products or services. If there is a conflict between these Terms and those additional terms, those additional terms will control for that conflict.

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Site or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Site after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Site.

If you have any questions about these Terms or our Site, please contact us at info@NTIinvestors.com.

1. Eligibility

You must be at least 18 years of age to use our Site.

2. Your Information

You may provide certain information to NTI in connection with your access or use of our Site, or we may otherwise collect certain information about you when you access or use our Site. You represent and warrant that any information that you provide to NTI in connection with the Site is accurate and that you will promptly update such information if it changes. For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.

3. Account Security

Our Site may require you to create and account to access certain features or information. If you create an account with us, you must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not permit others to use your account credentials. You are responsible for the activities of any users that occur in connection with your account.

4. Investment Related Disclosures

Neither the Securities and Exchange Commission nor any state agency has reviewed the investment opportunities listed on the Site. The Site is only suitable, intended and available for accredited investors who are members of NTI and familiar with and willing to accept the risks associated with private investments. Use of the Site does not constitute an offer by NTI to sell, solicit or make an offer to buy any investment interest and NTI does not give or offer any business, investment, tax, or legal advice to anyone using the Site. NTI is not a broker-dealer. Information regarding potential investment opportunities may be prepared using information provided by the issuer, and such issuer is solely responsible for the accuracy of all such information and statements (“Issuer Content”). NTI has not independently verified any such information. All prospective investors must certify that they are accredited investors, suitable for this type of illiquid investment. Direct and indirect purchase of securities of privately held, early stage companies involves significant risks and there is a potential for loss of part or ALL of investment capital. NTI or other companies on the Site may provide potential investors with financial projections. All these financial projections are only estimates based on current conditions and current assumptions. The actual result of any investment is likely to be different from the original projection, often by a large amount. Neither we nor anyone else guarantees the results reflected in financial projections.

5. Confidentiality

If you register with NTI, or otherwise use the Site or view content made available solely to registered users of the Site in any way (all of which is “Confidential Information”), you agree to take at least reasonable care to protect and maintain the confidentiality of that Confidential Information and will not disclose, republish, or otherwise make available any Confidential Information you acquire through the Site to any third party. Notwithstanding the preceding paragraph, you may disclose Confidential Information if you are required to do so by legal process, provided that you promptly notify us in advance so we can seek a protective order or other relief, and then only in accordance with the terms of such order.

6. Prohibited Conduct

You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Site. You will not:

• Sell or resell access to our Site;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Site, except as expressly permitted by us or our licensors;
• Modify our Site, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Site;
• Use our Site other than for its intended purpose or in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Site or that could damage, disable, overburden or impair the functioning of our Site in any manner;
• Reverse engineer any aspect of our Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Site;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Site that you are not authorized to access;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Site;
• Develop or use any applications that interact with our Site without our prior written consent;
• Bypass or ignore instructions contained in our robots.txt file; or
• Use our Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 6 is solely at NTI’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. 

7. Ownership; Limited License

Our Site, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, is owned by NTI or our licensors and is protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Site are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Site for your own personal, noncommercial use. Any use of our Site other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

8. Trademarks

NTI and our logos, our product or service names, our slogans and the look and feel of our Site are trademarks of NTI and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Site are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

9. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about NTI or our Site (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in NTI’s sole discretion. You understand that NTI may treat Feedback as nonconfidential.

10. Third-Party Content

Our Site may rely on or interoperate with third-party products and services (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Site. You acknowledge that (a) the use and availability of the Site is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Site operates. We may also provide information about third-party investment opportunities, Issuer Content, companies, products, services, activities or events, or we may allow third parties to make their content and information available on or through our Site (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. NTI does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk. By using the site, you expressly release NTI and our subsidiaries and affiliates, and each of our respective officers, directors, partners, employees, agents, shareholders, licensors, licensees, and suppliers (collectively “the NTI Parties”) from any and all liability arising from your use of any third-party materials or third-party content and from any loss or damage of any sort you may incur from dealing with any third-party.

11. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless NTI Parties from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Site, (b) your Feedback, (c) your violation of these Terms, (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights), or (e) your conduct in connection with our Site. You agree to cooperate with the NTI Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the NTI Parties will have control of the defense or settlement, at NTI’s sole option, of any such Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and NTI or the other NTI Parties.

12. Disclaimers

Your use of our Site and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us, our Site and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) is provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, NTI does not represent or warrant that our Site or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) is accurate, complete, reliable, current or error-free. While NTI attempts to make your use of our Site and any content therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Site or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of our Site and any content therein or therewith (including the Third-Party Content and Third-Party Materials).

13. Limitation of Liability

To the fullest extent permitted by applicable law, NTI and the other NTI Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if NTI or the other NTI Parties have been advised of the possibility of such damages.

The total liability of NTI and the other NTI Parties for any claim arising out of or relating to these Terms or our Site, regardless of the form of the action, is limited to $100.

The limitations set forth in this Section 13 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of NTI or the other NTI Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. With regard to those jurisdictions, our liability shall be limited to the greatest extent permitted by applicable law.

14. Governing Law and Venue

Any dispute arising from these Terms and your use of our Site will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You expressly agree to submit to the exclusive personal jurisdiction of the state or federal courts of the State of California and the United States, respectively, sitting in Santa Clara County, California.

15. Modifying and Terminating our Site

We reserve the right to modify our Site or to suspend or stop providing all or portions of our Site at any time. You also have the right to stop using our Site at any time. We are not responsible for any loss or harm related to your inability to access or use our Site.

16. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

17. Miscellaneous

These Terms constitute the entire agreement between you and NTI relating to your access to and use of our Site. Notwithstanding any other provisions of these Terms, Sections 1, 4, 5, 6, and 8 through 17 survive any expiration or termination of these terms. The failure of NTI to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Site, in whole or in part, without your prior written consent.