Terms of Use

Welcome, and thank you for your interest in Motif Neurotech, Inc. (“Motif,” “we,” or “us”). This website (https://motifneuro.tech) including subdomains of that URL (collectively, the “Site”) is owned and operated by Motif.

Please read the following Terms of Use carefully. These Terms of Use describe rules for visitors to this Site, and are a legally binding contract between you and Motif regarding your use of the Site. By accessing or using this Site, you agree that you have read and understood, and, as a condition of your use of this Site, you agree to be bound by the following Terms of Use, including Motif’s Privacy Policy (defined below). Your use of this Site, and Motif’s provision of the Site to you, serve as confirmation that you agree to be bound by these Terms of Use and the Privacy Policy. If you are not eligible to use this Site, or do not agree to the Terms of Use and Privacy Policy, then you do not have Motif’s permission to use this Site.

1. Overview

The Site provides information about Motif’s brain stimulation technology and may relate to products or services that may be offered by Motif in the present or the future. Motif does not provide medical advice, or engage in the practice of medicine. The information on this Site is for general educational purposes only, should not be considered medical advice, and should not be substituted for any relationship or advice provided by your healthcare professional.

2. Eligibility

You must be at least 18 years old to use the Site. By agreeing to these Terms of Use, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site or any other service provided by Motif; and (c) your use of the Site is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms of Use on your behalf represents and warrants that they have authority to bind you to these Terms of Use and you agree to be bound.

The Site is intended for visitors located within the United States. We make no representation that the Site is appropriate or available for use outside of the United States. Access to the Site from countries or territories or by individuals where such access is illegal is prohibited.

3. Ownership; Proprietary Rights.

The Site is owned and operated by Motif. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by Motif are protected by intellectual property and other laws. All Materials included in the Site are the property of Motif or its third-party licensors, and title to the Materials shall reside with Motif or with its third-party licensors respectively. Except as expressly authorized by Motif, you may not make use of the Materials.

Motif is the owner of the names used in connection with Motif’s products and services on the Site, and the names are protected by United States trademark laws. Any use of the Materials or trademarks on this Site in violation of these Terms of Use is prohibited, may constitute copyright and or trademark infringement, and in the event of such unauthorized uses Motif automatically revokes your permission to use the Site. All rights not expressly granted are reserved by Motif.  

4. Licenses

Subject to your complete and ongoing compliance with these Terms of Use, Motif grants to you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, create derivative works of, or publicly perform the Site; (b) make modifications to the Site; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site, you may not use it.

Do not submit any information or other materials that you consider confidential or proprietary through the Site. If you choose to provide input, including but not limited to suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you do so on a non-confidential basis (regardless of any designation or indication to the contrary in the submitted information or any accompanying correspondence) and you hereby grant Motif an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free, transferable, sublicensable right to exploit, use, reproduce, display, perform, modify, transmit and distribute the Feedback in any medium and in any manner and for any purpose, including to improve the Site and create other products and services.

5. Linked Websites.

The Site may contain links to third party websites not operated by Motif. Motif provides links to third party websites for your convenience, but such linked websites are not reviewed by, monitored by, or under Motif’s control. Motif is not responsible for the content of such linked websites, is not responsible for the performance of such linked websites, or for any interactions between you and such linked websites.

6. Prohibited Conduct.

BY USING THE SITE YOU AGREE NOT TO:

1. use the Site for any illegal purpose or in violation of any local, state, national, or international law;
2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
3. interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law.
4. access, search, or otherwise use any portion of the Site through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Motif;
5. interfere with the operation of the Site or any user’s enjoyment of the Site, including by uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code or interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;
6. perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation or identity;
7. sell or otherwise transfer the access granted under these Terms of Use or any Materials or any right or ability to view, access, or use any Materials; or
8. attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.
   

7. Modification of these Terms of Use.

Motif reserves the right to change these Terms of Use at any time. Review these Terms of Use each time you visit the Site.

8. Modification of the Site.

Motif reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. Motif will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.

9. Term.

These Terms of Use are effective beginning when you accept the Terms of Use, or first access or use the Site, and ending when terminated as described in this Section 9 . If you violate any provision of these Terms of Use, your authorization to access the Site automatically terminates. In addition, Motif may, at its sole discretion, terminate these Terms of Use, or suspend or terminate your access to the Site, at any time for any reason or no reason, with or without notice. Upon termination of these Terms of Use: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access the Site; and (c) Sections 3, 9 , 10 , 11 , 12 , 13, and your obligations with respect to your provisions of Feedback will survive termination of these Terms of Use.

10. Indemnity.

To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify Motif and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Motif Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms of Use, any representation, warranty, or agreement referenced in these Terms of Use, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims. If you violate these Terms of Use or the Privacy Policy in a way that causes harm to others, you agree to hold Motif harmless against any liability for that harm.

11. Disclaimers; No Warranties

THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MOTIF DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY RISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MOTIF DOES NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MOTIF DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR MOTIF ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MOTIF ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF USE. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SITE OR YOUR USE OFTHE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE) OR ANY LOSS OF DATA.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Motif does not disclaim any warranty or other right that Motif is prohibited from disclaiming under applicable law.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MOTIF ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MOTIF ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MOTIF ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF USE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Miscellaneous

General Terms. These Terms of Use, together with the Privacy Policy available at [https://motifneuro.tech/privacy-policy/] (the “Privacy Policy”) and any Additional Terms (defined below), are the entire and exclusive understanding and agreement between you and Motif regarding your use of the Site. You may not assign or transfer these Terms of Use or your rights under these Terms of Use, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms of Use at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms of Use, or any provision of these Terms of Use, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms of Use is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms of Use the use of the word “including” means “including but not limited to”. If any part of these Terms of Use is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law. These Terms of Use are governed by the laws of the State of Texas without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. You and Motif submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Harris County, Texas for resolution of any lawsuit or court proceeding permitted under these Terms.

Privacy Policy. You must read the Privacy Policy available at [https://motifneuro.tech/privacy-policy/] (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms of Use.

Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site or that you agree to in connection with certain technology or services made available to you by or on behalf of Motif (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms of Use.

Consent to Electronic Communications. By using the Site, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information. The Site is offered by Motif Neurotech, Inc., located at 2450 Holcombe Blvd., Houston, TX 77021. You may contact us by sending correspondence to that address or by emailing us at privacy@motifneuro.tech.

Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.

No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.

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Virtual Patent Statement

The following Motif products are protected by patents in the U.S. and elsewhere. This website is provided to satisfy the virtual patent marking provisions of the America Invents Act and other jurisdictions. The following list of Motif products may not be all inclusive and other Motif products may be protected by additional patents or pending patents.

Motif DOT – US Patent #12179026; European Patent #3948318; Japan Patent #7637631