Last Updated: June 1, 2017
1. Your Acceptance
We reserve the right to modify or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Services. YOU AGREE THAT NTI SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICES (OR ANY PORTION OF THE SERVICES). Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to this TOU.
3. Limited Access
The only people who are authorized to create accounts on the Site are sophisticated investors with personal or professional experience assessing the long term business prospects of early stage companies that qualify as “accredited investors” under applicable state and federal securities laws, and only on invitation by NTI. Investors must understand the risk of investing in early stage companies, including the high likelihood of loss and long period of illiquidity. Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party's use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. NTI reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
4. Investment Related Disclosures
Neither the Securities and Exchange Commission nor any state agency has reviewed the investment opportunities listed on the Site. This website 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 this website 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 advice, investment advice, tax or legal advice to anyone using this website or the services. NTI is not a broker-dealer. All information regarding potential investment opportunities is prepared solely by the issuer, and such issuer is solely responsible for the accuracy of all such statements. 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. 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.
By registering with NTI, or otherwise using the Services or viewing content made available solely to registered users of the NTI Site in any way (all of which is “Confidential Information”), you agree to maintain the confidentiality of that Confidential Information and will not republish any Confidential Information you acquire through the NTI Site. 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. Links to and from the Services
The Services may contain links to third-party websites and online services (such as apps) that are not owned or controlled by NTI. NTI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or online services, and you access and use these websites or online services solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators. In addition, NTI will not and cannot control or edit the content of any third-party website or online service. BY USING THE SERVICES, YOU EXPRESSLY RELEASE NTI, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, AND SUPPLIERS (COLLECTIVELY “THE NTI PARTIES”) FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICE AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD-PARTY. Accordingly, we encourage you to be aware when you leave the Services and to read the terms and conditions of use for each other website or online service that you visit.
Except as you have otherwise agreed with NTI in writing, you may link to the Services from your website, subject to the following: (1) you may not frame the Services or any portion of the Services; (2) you will not override or hinder the functionality of an end-user’s Web browser’s “back” function; (3) the link must be identified using a plain text rendering of the NTI name and not any NTI logo; (4) you may not use any NTI logo in any way; (5) you may not use the link in any way that suggests that NTI is associated with or endorses you or your website; (6) the link may not appear on any website that a reasonable person may consider obscene, defamatory, harassing, offensive or malicious, and may not be presented in any way that disparages NTI or damages its rights, reputation, or goodwill; and (7) we may terminate your right to link to the Services at any time for any reason or no reason.
7. Restriction on Use of Services
In your use of the Services, you will not:
- use the Services for any purpose other than for using the features we intentionally make available to you;
- upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other form of solicitation;
- post, transmit or submit any information that NTI, in its sole discretion, determines is confidential (including social security or alternate national identity numbers, sensitive personal information, non-public phone numbers or non-public email addresses), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, offensive inflammatory, scandalous, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law, including but not limited to naked or semi-naked photos or images;
- upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;
- copy, download or distribute any part of the Services in any form or medium without the prior written authorization of NTI;
- alter, modify or make derivative works from any part of the Services without the prior written authorization of NTI;
- provide false personal information or create an account for anyone other than yourself without permission;
- create another account without our permission, if we have disabled your account;
- let anyone else access your account, or do anything else that might jeopardize the security of your account;
- assign or transfer your account or login information to anyone;
- use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Service; provided, however, that general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Service are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;
- use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use of the Services;
- obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Services;
- facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize;
- impersonate or misrepresent any person or entity or your affiliation with someone else;
- collect personally identifiable information of other users;
- harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications;
- remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Services;
- solicit other users to join, become members of, or contribute money to any online service or other organization;
- post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Service;
- stalk or otherwise harass any person or entity;
- harm minors in any way; or
- use any discussion forum on the Services to advertise or perform any commercial solicitation.
NTI believes in children’s online safety and does not wish to receive information regarding children under 13 years old. Therefore, you may not post, transmit or submit any personally-identifiable information of a child under 13 years old or information sufficient to locate such a child on or through the Services. If you are under 13 years of age, then please do not attempt to submit any information to or use the Services.
8. Intellectual Property
Everything you see, hear, or otherwise experience on the Services, including but not limited to the graphics, videos, audio recordings, text, software, photographs, scripts, software screens, design elements, artwork, templates, layout designs, interactive features and the like, the concepts and ideas underlying the Services, and all statistical, analytical, and other data captured by or through the Services (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to NTI, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. NTI owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Any unauthorized use of any materials on the Services may violate copyright, trademark, and other laws. The NeuroTechnology Investors and the NTI logo are trademarks of NeuroTechnology Investors, LLC.
For your personal use, you may view, copy, and print pages from the Services. Otherwise, the Services may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. NTI reserves all rights not expressly granted in and to the Services and the Content. You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein. You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by NTI in writing. You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by us. You may not build a business using the Content, whether or not for profit. If you copy or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein, nor may you scrape or use any extraction methods to obtain any Content or data from the Service.
You shall not, and shall not permit others to, license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under this TOU, the Service, or any content or materials accessible through the Service, in whole or part.
9. Advertisement Release
NTI takes no responsibility for advertisements or any third-party material posted on or transmitted through the Services, nor does it take any responsibility for the products or services provided by other service providers with Content on the Services (“Advertisers”). Any dealings you have with Advertisers found while using the Services are between you and the Advertiser, and you agree that NTI is not liable for any loss or claim that you may have against an Advertiser.
YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO RELEASE THE NTI PARTIES FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES AND YOUR TRANSACTIONS WITH ADVERTISERS OR OTHER THIRD PARTIES. YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION (INCLUDING WITHOUT LIMITATION THE STATES OF MISSOURI, DELAWARE AND PENNSYLVANIA) TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.
You warrant and represent to NTI as set out below:
- The information provided to NTI in any registration screen, profile, email, posting, telephone call or through other means including all personal details, contact details and all other data provided to NTI, is true in all respects, up-to-date and not misleading.
- You will keep the information referred to in paragraph (a) up to date.
- You will not access the Services under false identity or pretext and will not use it to falsify your or any other person's identity (however, this will not prevent you from using an adopted name provided the name is used lawfully and in good faith).
- You will use the Services lawfully and in good faith.
13. Limitations on Liability
THE NTI PARTIES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM: (1) ANY SUSPENSION OR DISRUPTION OF THE SERVICES, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM NTI’S NEGLIGENCE, (2) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (3) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (4) UNAUTHORIZED ACCESS TO OR USE OF THE NTI PARTIES’ SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (5) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (6) INADEQUATE OR FAULTY HARDWARE OPERATING THE SERVICES; (7) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD-PARTY, (8) USER CONTENT, THIRD-PARTY WEBSITES OR APPS; (9) ERRORS OR OMISSIONS IN ANY CONTENT; OR (10) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT WHEREIN SUCH CONTENT OR ADVERTISEMENT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE NTI PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Any claims relating to use of the Services must be bought within one (1) year from the date the cause of action arose. Claims brought after such period are VOID. The Services is controlled and offered by NTI from its facilities in the United States of America. Those who access or use the Services do so at their own volition and are responsible for compliance with local and all other applicable laws, restrictions, and regulations.
14. Equitable Relief
15. Subpoena Fees
If NTI has to provide information in response to a subpoena related to your account, then we may charge you for our costs. These costs may include attorney and employee time spent retrieving records, preparing documents, and participating in a deposition.
The TOU, and any rights and licenses granted hereunder, may be transferred or assigned by you only with NTI’s prior written consent, but may be assigned by NTI without restriction and without notice to you.
17. Class Action Waiver
ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.
NTI may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this TOU shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.