Terms of Use | Neuresta INC

Effective March 25, 2022

These terms of use are entered into by and between you and Neuresta INC (“Neuresta”, “we”, “us” or “our”). The following terms and conditions (collectively, these “Terms of Use”), govern your access to and use of the website found at www.neuresta.com and any of its subdomains (“our Website” or “this Website”). Please read and review the following Terms of Use carefully before using this Website. By accessing or otherwise using this Website, you fully understand, accept and agree (1) to be bound, subject to and abide by these Terms of Use and our Privacy Policy which is hereby incorporated herein by reference (2) you are of legal age to form a binding contract with us, and (3) you have the authority to enter into the Terms of Use personally or on behalf of the entity you have named as the user, and to bind that entity to the Terms of Use. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you registered on the Website. If you do not accept and agree to these Terms of Use you may not access, browse or use this Website.

GENERAL

This Website is provided by Neuresta for your convenience. Your use of this Website is at your own risk and you agree and accept to use this Website for the purposes for which is has been designed and only for those purposes. We may make improvements and/or changes to our Website at any time at our sole and absolute discretion without notice. Although we attempt to periodically update information on our Website, the information, materials and services provided on or through our Website may occasionally be inaccurate, incomplete or out of date. We have no duty whatsoever to update information contained in our Website, and we will not be liable in any way for any failure to update such information. We make no representation nor warranty as to the completeness, accuracy or currency of any information on our Website, and we undertake no obligation to update or revise the information contained on this Website. It is your sole responsibility to verify any information contained in this Website before relying upon it and choose to rely upon it at your sole risk.

USE OF THE WEBSITE

You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any of its contents, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any of its contents, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. Neuresta reserves the right to bar any such activity. You may not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website, or to any of the services offered on or through the Website, by hacking, password "mining" or any other illegitimate means. You may not probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Website, or any other customer of Neuresta, including any Neuresta account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or Neuresta’s systems or networks, or any systems or networks connected to the Website or to Neuresta. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Neuresta on or through the Website or any service offered on or through the Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Website or any of its contents for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Neuresta or others.

USER INFORMATION

In these Terms of Use, your “User Information” means any and all material that we collect from you through, or in relation to your use of, this Website, for whatever purpose. You own your User Information and you hereby grant, and agree to grant, to Neuresta an unrestricted, worldwide, irrevocable, non-exclusive, perpetual, fully-paid, royalty-free, transferrable license to access, view, display, reproduce, adapt, publish, translate, store, host, cache, maintain, modify, distribute, and otherwise use and exploit your User Information in any manner we see fit in our sole and absolute discretion, without notice, provided that it is in accordance with the Privacy Policy and applicable law. Furthermore, you also grant Neuresta the absolute right to sub-license these rights through multiple tiers, and the right to bring an action for infringement of these rights in our sole and absolute discertion. You agree that you are solely and absolutely responsible for the content of all information that you provide to us and that such information is true, accurate, correct, complete, does not infringe any other person’s legal rights, and you agree that you will maintain and update such information regularly.

PROPRIETARY RIGHTS

We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Website, you agree not to use the Website to infringe any intellectual property rights, for example uploading or sharing copyrighted material of a third party without their consent. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.

PRIVACY

You can learn how we handle your information when you use this Website by reading our Privacy Policy, which explains how we collect, use and disclose information that pertains to you. We encourage you to become familiar with the Privacy Policy because when you access or use this Website you signify your agreement to the Privacy Policy and consent to the collection, use, disclosure and other handling of information consistent with the Privacy Policy.

THIRD PARTY CONTENT

Our Website may provide links to other websites or resources. Since we cannot be responsible for such other sites and as we have no control over any of these other sites, including but not limited to their contents, you hereby acknowledge and agree that Neuresta is not, and will not be held responsible for such other sites, including without limitation their availability, contents, the type of services they offer, the advertising and/or products contained therein, and their form. You also acknowledge and agree that we are not, and will not be held liable or responsible, directly or indirectly, for any damage and/or loss, whether pecuniary or not, caused or alleged to be caused by or in connection with use of, or reliance on, any such contents, goods or services available on or through any such other site/s or resource/s. You further acknowledge that Neuresta is not and will not be held liable or responsible for the accuracy, the legality, the decency, the copyright, the compliance, the availability of any materials included in or referred to in these other sites, or any other aspect of the content of such other sites. The inclusion of such links does not imply endorsement of the site by Neuresta or any association with the operators of such site and resources. Without derogating from the generality of the stated above, you specifically undertake and agree not to create any direct or indirect links to our site without obtaining our previous written consent.

MEDICAL INFORMATION/CONDITIONS

Any information posted on our Website related to medical conditions and their treatment is general in nature and is intended only for educational and general information purposes. Should you have a medical condition that may require treatment, or if you have any specific medical questions, we urge you to promptly see your own doctor or other health care provider. Nothing on this Website is intended to act as professional medical advice or act as a replacement for in-person visits with a doctor, and you should not rely on it for managing your health. If you are a patient in a medical emergency, please seek emergency treatment from a doctor or other health care provider instead of reviewing information on our Website. We do not directly or indirectly practice medicine, or dispense medical services, offer medical diagnosis or treatment from this Website, and none of the information contained on this Website should be construed as providing medical advice or services of any kind. Information received from this Website should not be relied upon for personal, medical, legal, technical, or financial decisions. Only your doctor, physician, surgeon, or other health care provider can determine if a particular medical treatment is appropriate for you. Always seek the advice of your doctor or other qualified health care provider before starting any new treatment or with any question that you may have about a medical condition.

FORWARD-LOOKING STATEMENTS

This Website may contain express or implied forward-looking statements about Neuresta’s financial and operating performance, business plans and prospects and product candidates currently in development that involve substantial risks and uncertainties, which are based on current expectations of management. These statements are in no way guarantees of future performance and involve certain assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results may differ materially from the expectations and projections set forth in those statements. Such risks and uncertainties include, among other things, management’s plans, objectives, and strategies; competitive developments; the uncertainties inherent in pharmaceutical research and development; Neuresta’s ability to successfully complete pre-clinical or clinical development of its product candidates; decisions by regulatory authorities regarding whether and when to approve Neuresta’s product candidates; challenges to the validity and enforcement of Neuresta’s patents; Neuresta’s ability to successfully commercialize its product candidates, if approved; governmental laws and regulations affecting health care, including, without limitation, regarding pharmaceutical product access, pricing and reimbursement; and general economic conditions. Neuresta assumes absolutely no obligation to update, amend or clarify any forward-looking statements appearing on this Website as a result of new information, future events or otherwise and such statements are current only as of the date they are made.

CHARGES FOR USING THE SITE

We currently does not charge a fee to use our Website. However, when you use the Website, you may be subject to charges imposed by your wireless or other applicable carrier. Payment of such charges is solely your responsibility.

SOCIAL MEDIA

Neuresta’s social media accounts include, for example:

@NeurestaINC

Other social media accounts may be added and these social media accounts may be removed at our sole and absolute discretion. However, we have no obligation to notify you of any adding or removing of any social media account. You agree to comply with the social media guidelines outlined herein with regard to any content that you post/share on our social media, and you agree to our right to moderate and delete any content at our sole discretion. You also agree that your activities on our social media will not violate any applicable law, regulation or terms of any existing agreements you may have with Neuresta. Our social media may only be used for personal purposes. You may not reproduce, duplicate, copy, sell, resell, or exploit, for any commercial purposes, any portion of our social media or access to our social media. Any unauthorized use of our social media or misuse of any information posted to a site is strictly prohibited. Your use of our social media is subject to the following guidelines:

You agree that you are responsible for any content that you submit to our social media, including comments, photographs and other media.
Posting Content to our social media:

o Stay relevant – stay on topic with relevant information that others may find useful;

o Do not use these online spaces for illegal purposes or to breach any laws;

o Be respectful – maintain a friendly environment;

o Do not post material that is inappropriate or that could reasonably be deemed defamatory, offensive or obscene;

o Do not post advertisements;

o Do not harass, cause distress or inconvenience to, or infringe the rights of, another person;

o Do not try to access administrator areas, features or functions of our sites without authorization;

o No investment advice – do not post recommendations and/or advice about specific securities,

products, or services;

o Do not submit anything to our sites that will or may violate the rights of a third party, including but not limited to copyright, trademark, and/or privacy rights; and

o Do not use our sites or content on them in any way not permitted by these terms.

You agree that you shall not place false or misleading information on our social media or upload any computer programs—including but not limited to viruses, Trojan horses, worms, and/or time bombs—that may interfere with the proper operation of our social media.
We reserve the right to remove comments and/or posts. We also reserve the right to restrict users who don’t follow these guidelines, have online pages containing offensive material and/content, or for any other reason.
By posting any content on any social media, you grant to Neuresta the irrevocable right to reproduce, distribute, publish, display, edit, modify, create derivative works from and otherwise use such content for any purpose, in any form, and on any media.
Our social media is intended solely for individuals who are age 13 or older. Any access to or use of our sites by anyone under 13 is unauthorized, unlicensed, and in violation of these terms. By accessing or using our social media, you represent and warrant that you are 13 or older.

SUGGESTIONS

If you elect to provide any feedback, suggestions, or comments to Neuresta related to the Website (“Feedback”), all such Feedback shall be the sole and exclusive property of Neuresta, and you hereby assign any right, title or interest you may have in such Feedback to Neuresta. Neuresta shall have the right to use and disclose such Feedback in any manner and for any purpose in Lark’s discretion without remuneration, compensation or attribution to you, provided that Neuresta is under no obligation to review, consider, or implement such Feedback. Notwithstanding anything herein to the contrary, Neuresta may use and publish your testimonials and Feedback regarding the Services in publications, presentations and marketing assets used by Neuresta.

CALIFORNIA USERS

If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.

NO WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WEBSITE AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NEURESTA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THIS WEBSITE IS UP-TO-DATE OR FREE OF ERRORS; (ii) THE CONTENT, FUNCTIONS OR SERVICES PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED; OR (iv) THAT THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK, INCLUDING BUT NOT LIMITED TO THE RISK OF ANY UNAUTHORIZED DISCLOSURE OR INTENTIONAL INTRUSION, OR OF ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THIS WEBSITE. NEURESTA AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. IF YOUR USE OF THE WEBSITE OR ITS CONTENTS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NEURESTA NOR ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS SHALL BE RESPONSIBLE FOR THOSE COSTS. ANY RELIANCE YOU PLACE ON SUCH INFORMATION CONTAINED ON OUR WEBSITE IS STRICTLY AT YOUR OWN RISK.

DISCLAIMER

IN NO EVENT SHALL NEURESTA, OR ANY OF ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU, ANY OTHER USER OF THIS WEBSITE, THIRD-PARTY PROVIDERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), WHETHER FORESEEABLE OR UNFORSEEABLE, ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THIS WEBSITE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN THE EVENT OF ANY PROBLEM WITH THIS WEBSITE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THIS WEBSITE. NEURESTA AND ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAW OR A COURT OF COMPETENT JURISDICTION REQUIRES LIABILITY UNDER APPLICABLE LAW BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.

LIMITATION

IN NO EVENT SHALL NEURESTA’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TERMS OF USE EXCEED THE GREATER OF (I) $1.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR THIS WEBSITE, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

INDEMNITY

You agree to defend, indemnify and hold harmless Neuresta, its licensors, its officers, directors, employees, agents, members, attorneys, representatives, trustees and affiliates from and against any and all losses, expenses, damages, rights, claims, causes of action, injuries (including death), demands and costs (including, but not limited to, reasonable attorneys’ fees, accounting fees, and costs) resulting from any violation or breach by you of these Terms of Use, your violation of any rights of another or your access to, use or misuse of our Website and its contents. We shall provide notice to you of any such claim, demand, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any claim against Neuresta, its licensors, its officers, directors, employees, agents, members, attorneys, representatives, trustees and affiliates without our prior written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, which if known by him or her, must would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

EXCLUSIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF NEURESTA AND ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

GOVERNING LAW AND JURISDICTION

All matters relating to these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

TERMINATION

These Terms of Use are effective unless and until terminated by either you or Neuresta. You may terminate these Terms of Use at any time, provided that you discontinue any further use of this Website. We also may terminate these Terms of Use, in our sole and absolute discretion, at any time and may do so immediately and without notice, and accordingly deny you access to this Website. Termination shall not affect the respective rights and obligations of you or Neuresta arising before the date of termination. In addition, we reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Website or its contents at any time and for any reason without prior notice or liability.

INVESTIGATIONS; COOPERATION WITH LAW ENFORCEMENT

We reserve the absolute right to investigate and prosecute any suspected breaches of these Terms of Use. We may disclose any information as necessary or required by us to satisfy any law, regulation, legal process, or governmental request.

ASSIGNMENT

You may not assign or transfer your rights or obligations hereunder in whole or in part to any third party without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of our rights or obligations hereunder, in whole or in part, to any third party as part of the sale of all or substantially all of our assets or stock or as part of a merger.

HEIRS, SUCCESSORS, AND ASSIGNS

Each and all of the covenants, terms, provisions and agreements contained herein shall be binding upon and inure to the benefit of Employee’s heirs, legal representatives, successors and permitted assigns.

NO PARTNERSHIP

These Terms of Use shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party.

ENTIRE AGREEMENT

These Terms of Use, together with the Privacy Policy, contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms of Use on this Website.

HEADINGS

The headings herein are for convenience only, do not constitute a part of these Terms of Use and shall not be deemed to limit or affect any of the provisions hereof.

SEVERABILITY

In case any provision in these Terms of Use shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

MISCELLANEOUS

Any information submitted or provided by you to the Website could possibly be publicly accessible. Important and private information should be protected by you, anything you share is at your own risk. We are not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.

CHANGES TO THESE TERMS OF USE

Neuresta reserves the absolute right to change these Terms of Use from time to time for any reason in our sole discretion and without prior notice. All changes are effective immediately when we post them to this Website and your continued use of this Website following the posting of revised Terms of Use mean that you accept and agree to the changes; provided that any such changes shall only apply to your use of this Website after the date of such change, unless you expressly accept retroactive application of such changes, via a click-through, signed agreement or otherwise. You understand and agree that we may change these Terms of Use at any time without prior notice. You should periodically visit this page to review the current Terms of Use so you are aware of any revisions. You may read a current, effective copy of Terms of Use at any time by selecting the “Terms of Use” link on the Website. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website.

FOR ADDITIONAL INFORMATION

If you have any questions about these Terms of Use, please contact us at: info@neuresta.com.