Terms of Use

Brain Initiative Corp. (“Brain Initiative,”, “Brain Health Institute (BHI)”, “Our,” “Us,” or “We”), a Delaware limited liability company, owns and operates this website (the “Site”). These terms of use and conditions (“Terms of Use”) describe your rights and responsibilities with regard to the Site that you may use to receive Services. Your access to and use of the Site is subject to these Terms of Use, Our Privacy Policy, as well as all applicable laws and regulations in these Terms of Use. You understand and agree that these Terms of Use are entered into between you and Brain Initiative Corp. If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Site, Services, or any information or Content provided through the Site or Services. The Site and Services are continually under development, and Brain Initiative reserves the right to review, amend, edit, alter, or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check the Terms of Use from time-to-time when you use the Site or Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Site. Unless otherwise indicated, any new Content (as defined below) added to the Services is also subject to these Terms of Use upon posting to the Site. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Site or Services, subject to applicable ethical rules or legal obligations. Your continued use of the Site or Services after a change has been posted constitutes your acceptance of the changes.

 The Site is intended to facilitate the provision of the Services to registered users. The “Services” may include:

1. providing individuals with information on healthcare and wellness (“Content”);
2. connecting individuals with pharmacy services;
3. providing individuals with access to technology-oriented tools for smoking cessation;
4. development and gathering of healthcare records and healthcare information with retention of the same for use in healthcare provider appointments, communications, and related services;
5. administrative support in connection with scheduling, payment for healthcare provider services, and related services; and
6. telecommunications support for using the Services as a means of direct access to Our affiliated healthcare providers and similar affiliated professional entities for communication, consultations, assessments, and treatment by such healthcare organizations and their providers.

In some cases, a BHI-affiliated healthcare provider may use the Services to provide You advice or treatment. A healthcare provider consulting with You through the Services may not have the benefit of information that would be obtained by examining You in-person and observing Your physical condition, in each instance. The healthcare provider may therefore not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to You of this limitation, BHI strongly encourages you to provide all relevant information and discuss any and all diagnoses and treatment options with a healthcare provider. Moreover, a healthcare provider utilizing BHI may be limited by state law or licensure in prescribing certain medications to You without first conducting an in-person physical examination. By deciding to engage the Services, you acknowledge and agree that You are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept all of the following:

1. any diagnosis you may receive is limited and, in some cases, provisional;
2. the healthcare services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a healthcare provider, including with Your PCP, as discussed below;
3. a healthcare provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination; and
4. the absence of a physical examination may affect the healthcare provider’s ability to diagnose any potential condition, disease or injury.

For more information regarding the healthcare services offered by healthcare providers utilizing the Services, please visit brainhealthinstitute.com.  For more information on the healthcare providers we work with, please see our ‘Meet the Doctors’ page.

BHI does not provide any medical services, including via the Site and Services. BHI instead provides a technology platform for You to access a healthcare provider we contract with, or similar, affiliated, professional entities, and to obtain access to additional information, which You may or may not choose to utilize in planning your healthcare and wellness. Please visit our ‘Meet the Doctors’ page for more information on the caregivers we work with. The health and wellness resources made available through Our Services are not a substitute for direct in-person healthcare services in all cases. The decision to focus on diagnosis, treatment recommendations, or both, rests with You and the healthcare provider, including Your PCP. Please see the “Consultative Services” section above. You understand that by coordinating, and in certain cases consulting with Our affiliated healthcare provider through the Services, You are not entering into a provider-patient relationship with BHI.

By accepting the Terms of Use, You agree and consent to BHI, BHI affiliates, or healthcare providers sending You disclosures, notices, messages, reports, and other communications. It is Your responsibility to monitor these communications. You acknowledge and agree You will not hold Us or any BHI affiliate liable for any loss, injury, or claim of any kind resulting from Your failure to read these communications or for Your failure to comply with any treatment recommendations contained in these communications.

Certain of Our Services may only be available to individuals located in certain states (“States Where We Operate”). This is dependent on applicable residency and each state’s licensure requirements for Our affiliated healthcare providers. For the current list of States Where We Operate, please visit our ‘Available States’ page. We are also available in other countries to those who speak English, or with the appropriate translators.

In order to qualify to use the Services, the following must all be true:

• You are age 18 or over, or You are a minor with specific parental or guardian consent to receive Services.
• You are located in one of the states in which we operate (check our ‘Available States’ page)
• You or Your parent or guardian, as applicable, agree to be legally bound by and comply with these Terms of Use.

You understand and agree that satisfying the above requirements does not guarantee You will receive Services through BHI. In addition to the above requirements, BHI and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to You.

Although You may access certain parts of the Site, You will have to register an account with BHI prior to accessing the Services. The Services are available only to users who have registered with BHI and to other persons or entities affiliated with BHI who have been granted accounts with usernames and passwords (“Registered Users”). If You are a Registered User, You agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about Yourself that You have provided to BHI. If You do not maintain such information, or is BHI has reasonable grounds to suspect Your information is incorrect, outdated, or false, BHI has the right to suspend or terminate Your account and Your use of the Services. You also agree to immediately notify Us of any unauthorized use of Your username, password, or of any other breach of security that You become aware of involving or relating to the Services by emailing BHI at info@brainhealthinstiute.com. BHI may take any and all actions it deems necessary or reasonable to maintain the security of the Site, Services and Your Registered User account.

You agree to keep Your username and password confidential and to exit from Your Secure user account at the end of each session. You are responsible for all activities that occur under Your account and for maintaining the confidentiality of Your password. If You think Your account has been compromised, You are exclusively responsible for promptly changing Your password. You may not transfer or share Your password to Your user account with anyone, or create more than one account. You may not use anyone else’s account at any time. BHI explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You acknowledge and agree:

1. all or any part of the Site may not be accessible at any time, for any period, or for any reason; and
2. BHI will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period.

You must have compatible computing or mobile devices, access to the Internet, and certain necessary software in order to use the Site. Fees and charges may apply to Your use of the mobile services and to the Internet. You are individually and solely responsible for any such fees, costs, or expenses You incur in relation to Your use of the Site or Services.

“Telehealth” or “telemedicine” is the provision of healthcare services over telecommunication systems, enabling healthcare providers at different physical locations from patients to provide services and share individual patient medical information for the purpose of improving and continuing patient care. Telemedicine may be used for diagnosis, chart review, prescribing, treatment, follow-up or related patient education, and may include but is not limited to:

• Electronic transmission of medical records, test results, photo images, personal health information, synchronous or asynchronous communications, or other data between a patient and healthcare providers;
• Interactions between a patient and healthcare provider via live, two-way audio or video, or data/patient communications;
• Remote evaluation, diagnosis, chart review, prescribing, appointment scheduling, health information sharing, or patient education;
• Interactive audio with store and forward; and
• Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and imaging data, and will include measures to safeguard the data to ensure its integrity against intentional or unintentional corruption.

Please see Our “Telemedicine Informed Consent and Agreement,” (the “Consent”) available at https://brainhealthinstitute.com/telemedicine-informed-consent/ for a description of the risks and benefits of telemedicine. BHI incorporates the Consent into these Terms of Use by reference, and it constitutes a part of these Terms of Use.

BHI understands the importance of confidentiality and privacy regarding Your health information. Please see: (1) Our Privacy Policy for a description of how We may collect and use Your personal information, and (2) the Notice of Privacy Practices applicable to Brain Initiative Corp and Our similar, affiliated professional entities (the “Notice of Privacy Practices”), for a description of how these entities may use and disclose Your medical information and how You may access that information. BHI incorporates the Privacy Policy and the Notice of Privacy Practices into these Terms of Use by reference, and each constitutes a part of these Terms of Use.

NEITHER BHI NOR ANY OF BHI’S AFFILIATED HEALTHCARE PROVIDERS PARTICIPATE IN OR BILL THROUGH INSURANCE FOR THE SERVICES. BHI AND ITS AFFILIATED HEALTHCARE PROVIDERS DO NOT ACCEPT ANY PRIVATE INSURANCE, MEDICARE, MEDICAID, MEDIGAP, TRICARE, OR ANY SUPPLEMENTAL INSURANCE PLAN IN RELATION TO BILLING FOR THE SERVICES. You expressly acknowledge and understand that a private or public insurance entity may not reimburse You for the Services, and You will be liable for all incurred charges that are not covered by insurance. Medicare, Medicaid, and other non-private insurance agencies will not assist You in paying for Services or billings You incur through them. Upon request, We may provide You with a superbill for You to seek reimbursement from Your private insurance company. We are in no way liable for, however, and do not in any way guarantee any such reimbursement will occur. You further agree not to bill or attempt to bill any Medicare, Medicaid or any other government or non-private insurance company or entity for any of the Services. You expressly acknowledge and understand You have the right to seek out care or similar services from physicians and entities who do accept Medicare or other private, government, or supplemental insurance plans. You further acknowledge and understand neither BHI, Our affiliated healthcare providers are limited in the amount they may charge for the Services.

As detailed above, We do not participate in and are not reimbursed by any insurance services, including Medicare. In fact, many of Our affiliated healthcare providers have made the individual choice to “opt out” of Medicare pursuant to Medicare’s requirements to do so (an “Opted-Out Provider”). By digitally signing and agreeing to receive services from Our affiliated providers, You understand, acknowledge, and agree:

1. An Opted-Out Provider has opted out of participation in Medicare.
2. An Opted-Out Provider does not bill through or accept payments from Medicare.
3. Medicare payment limits do not apply to what an Opted-Out Provider may charge patients for items or services.
4. You agree to give up all potential reimbursement for Medicare-covered services as part of these Terms of Use.
5. You, as a Medicare beneficiary, and Your legal representative, if applicable, agree not to submit any claim to Medicare or to ask BHI or Opted-Out Providers to submit a claim to Medicare on Your behalf.
6. Medicare payment will not be made for any items or services provided by an Opted-Out Provider that would otherwise have been covered by Medicare.
7. You will be liable for all incurred charges without Medicare balance billing limitations or assistance from Medigap or other supplemental insurance.
8. You have the right to obtain Medicare items and services from other physicians or providers who have not opted out of Medicare participation.
9. You are not required to enter into private contracts for Medicare-covered services provided by other physicians or providers who have not opted out of Medicare.
10. Medigap plans do not, and other supplemental plans may elect not to, make payments for items and services not paid for by Medicare.
11. The expected effective and expiration dates of any opt out period will vary by Opted-Out Provider. Please inquire with Your provider regarding the specifics of them and refer to Your individual Consent, where applicable.

If You are concerned or have questions about any of these issues, please inquire of Your individual provider regarding them prior to obtaining any care from them. Your Services and Your patient agreement regarding any Services You receive from Our affiliated healthcare providers may require special language to ensure compliance with federal law regarding these issues. By agreeing to these Terms of Use, You agree to affirmatively inform Your provider and BHI of the fact You are a Medicare recipient prior to receiving any care through the Services.

Except for specific communications received from Our affiliated healthcare providers within the context of a physician-patient relationship, none of the Content you receive through the Site (the “Content”) should be considered medical advice. All such health and health-related information contained within this Site and Our Services is intended to be general, marketing, or educational in nature and should not be considered or used as a substitute for a visit with a healthcare professional. The Content is not intended to be, and You should not consider it to be, mental health, medical, or other licensed professional advice.

We believe it is important for every patient to have a local primary care physician (“PCP”). You should not consider any provider affiliated with BHI to be Your primary care provider. We strongly encourage You to establish a relationship with a local PCP in Your area. The services provided by physicians affiliated with BHI are in addition or supplementation to, and do not replace, the medical care provided by Your PCP. The ultimate responsibility for Your overall medical care should remain with Your local PCP. Always seek the advice of Your personal physician if You have any questions regarding a condition. BHI assumes no responsibility or liability for how You use information obtained from this Site or Our Services. Before making any decisions regarding Your healthcare, ask Your PCP or mental healthcare professional.

IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, PLEASE IMMEDIATELY CALL EMERGENCY PERSONNEL (911) OR GO TO THE NEAREST EMERGENCY ROOM. DO NOT RELY ON ELECTRONIC COMMUNICATIONS OR THIS SITE FOR ASSISTANCE IN REGARD TO YOUR IMMEDIATE, URGENT MEDICAL OR MENTAL HEALTH NEEDS.

With the exception of any personal data or information You submit maintained in accordance with Our Privacy Policy (which may be governed by the “Health Insurance Portability and Accountability Act,” Pub. L. 104-191, and its related regulations and amendments from time-to-time (collectively, “HIPAA”), the “Health Information Technology for Clinical Health Act, Pub. L. 111-5, and its related regulations and amendments from time-to-time (collectively, “HITECH”),” or related state-specific privacy laws and regulations), You understand and agree that any information You provide to BHI on or through the Site or Services, whether by direct entry, submission, email, or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of BHI or (i) Brain Initiative Corp., (ii) similar affiliated professional entities, or (iii) individual health providers utilizing the Services.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. BHI shall be free to use any ideas, concepts, know-how, or techniques contained in any communication You send to BHI via the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

For any personal data or information subject to the foregoing exception, and to the extent permitted by law, You: (1) understand and agree that any such information provided by You may be used, copied or displayed by BHI, BHI may create derivative works of any such data, and BHI may provide such data to Our service providers, Our successors and assigns, Brain Initiative Corp., and  other affiliated healthcare providers, and their affiliated professional entities, in performance of their services; and (2) grant BHI, Our service providers, Our successors and assigns, Brain Initiative Corp., and affiliated healthcare providers, and their affiliated professional entities, the fully transferable and sublicensable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third-parties any data or information You submit on or through the Site for the purposes of providing services to You; conducting research or analyses of such data; and designing, developing, implementing, modifying or improving new, current, or future features, products and services of BHI using such data.

As between BHI and You, BHI is the sole and exclusive owner of all right, title, and interest in and to the Site and their content, features, and functionality (including, without limitation, all information, intellectual property such as trademarks and copyrights, software, text, displays, images, video, audio, design, selection, arrangement and look and feel), other Content, and all intellectual property rights therein, and any suggestions, ideas or other feedback provided by You. You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on Our Site except as generally and ordinarily permitted through the Site according to these Terms of Use. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Site or Content shall be owned solely and exclusively by BHI or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Site or Content. Nothing in these Terms of Use or on the Site may be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Site or the intellectual property, except as expressly stated herein. Certain names, logos, and other materials displayed in and through the Site may constitute trademarks, trade names, service marks or logos (“Marks”) of BHI or its affiliates. You are not authorized to use any such Marks without the express written permission of BHI. Ownership of all such Marks and the goodwill associated with them remains with Us or Our affiliates.

You agree that Your use of the Site and any uses of any Services or materials related to the Site are subject to Your agreement with all of these Terms of Use as well as Our Privacy Policy, which is incorporated into this Terms of Use by reference. You agree You will not violate any local, state, federal, or international laws in using this Site or accessing any Material within or through the Site.

Subject to Your compliance with these Terms of Use, BHI grants You, the Site User, a personal, limited, revocable, non-exclusive, non-transferable, royalty-free license to view, download, access, and use the Site solely for Your personal and non-commercial use, solely within the states where we operate (check our ‘Available States’ page), and solely as permitted under these Terms of Use, the Consent, and Our Privacy Policy. Any unlawful use of this Site or use inconsistent with these Terms of Use is prohibited and will result in, at a minimum, an automatic termination of this license. BHI and its affiliates expressly reserve all rights, title, and interests not expressly granted under this license. We further reserve the right, in Our sole and exclusive discretion, to deny or suspend use of the Site or Services to anyone for any reason.

Except as BHI expressly authorizes, You agree You will not, directly or indirectly, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent Your affiliation with any person or entity; (b) use the Site or Services to violate any local, state, national, or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Site; (d) distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or Our Site, or any other system, device, or property; (e) access or use the Site in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party; (f) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third-party the Site, Services, or related materials in any way; (g) use or access the Site to create or develop competing products or services or for any other purpose that is to BHI or its affiliates’ detriment or commercial disadvantage; (h) take any action or use the Site in any manner that could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner Our Site or any content, in whole or in part; (i) disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to Our Site or any computer network; (j) bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure BHI or its service providers implement or have implemented to protect the Site; (k) remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Our Site or any content made available to You on or through Our Site; (l) use any manual process or automated device to monitor or copy any content made available on or through Our Site for any unauthorized purpose except as permitted by this section; (m) copy, duplicate, download, store in a retrieval system, publish, transmit, or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to BHI or third-party content from the Site; (n) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods; (o) otherwise use the Site in any manner that exceeds the scope of the license granted above; or (p) encourage or enable any other individual to undertake any of the conduct listed in this section. If BHI blocks You from accessing the Site or the Services (including by blocking Your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking Your IP address or using a proxy IP address).

In consideration of Your use of Our Services, You represent You are of legal age to form a binding contract and are not a person barred from using, receiving, or accepting Our Services under the laws of the United States or other applicable jurisdictions, such as the European Union. If You are under 13 years of age, You are not authorized to use the Site or Our Services, except that if You are 12 or older, You may access the Site or Our Services for the purpose of seeking independent psychotherapy services, which are subject to separate policies and agreements. If You are between the ages of 13 and 18 years old, You may use the Site and Our Services solely with the approval of Your parent or legal guardian.

The Site may contain hyperlinks or references to other websites (“Linked Sites”) operated by third-parties. The Linked Sites may not be under Our control, and We are therefore not responsible for the information, products, or services described on Linked Sites, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to You only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at Your Own risk, and We are not liable to You in any way, either directly or indirectly, for any content, errors, damage, or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived at the Site through a Linked Site, including a Linked Site controlled by a BHI parent, subsidiary, or affiliate. You understand and agree that We are not responsible for the information, products, or services described on those Linked Sites and only these Terms of Use will apply to Your use of or access to the Site.

The Terms of Use will remain in full force and effect as long as You continue to access or use the Site or Services. You may terminate the Terms of Use at any time by discontinuing use of the Site. Your permission to use the Site automatically terminates if You violate these Terms of Use.

BHI reserves the right to prohibit, restrict, suspend, discontinue, or terminate Your access to the Site or Our Services, and any rights or licenses granted in association with them, in whole or in part, with or without prior notice, at any time, and based in BHI’s sole and exclusive discretion. Including but not limited to for Your violation of these Terms of Use. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, BHI reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Site pursuant to its internal record retention or content destruction policies, where applicable. After such termination, BHI will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide You access to Your health records or is required to provide You with continuing care under applicable legal, ethical, and professional obligations to You. You agree that if Your use of the Services is terminated pursuant to these Terms of Use, You will not attempt to use the Services in any way, and further agree that if You violate this restriction after such termination, You will indemnify and hold BHI and its affiliates harmless from any and all liability BHI and its affiliates may incur from such violation.

You expressly agree that your use of the Site is at Your own risk. BHI does not make any warranties or representations as to the provision of the Site or Our Services, the accuracy or completeness of the Site or Our Services’ content, or information linked through the Site or Our Services. you acknowledge and agree pbth provides the SITE AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS.

BHI AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITE OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD-PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER BHI NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SITE. FURTHERMORE, BHI DOES NOT GUARANTEE THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND BHI DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL, OR INFORMATION OBTAINED THROUGH THE USE OF THE SITE ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL OR INFORMATION.

YOU EXPRESSLY UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL BHI OR ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITE OR ANY SERVICES PROVIDED THROUGH THE SITE, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE. THIS IS TRUE EVEN IF BHI OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

The foregoing sections entitled, “DISCLAIMER OF WARRANTIES” and “LIMITATION OF LIABILITY” are intended only as permitted by applicable law. If any portion of these sections is held to be invalid, the invalidity of that portion(s) shall not affect the validity of the remaining portions of the applicable sections. To the extent that We may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of Our liability will be the minimum permitted under such applicable law.​

You agree to indemnify, defend, and hold harmless BHI, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys, harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, Your use of materials or features available on the Site in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by You of these Terms of Use.

BHI reserves the right, at any time and for any reason, to modify, or temporarily or permanently discontinue, the Site or Services or any portion of them, with or without notice. You agree BHI shall not be liable to You or to any third-party for any modification, suspension, or discontinuance of the Site or Services.

You agree to pay all fees due for services requested. You will see a prompt for Your payment details, such as Your credit card information and any promotional codes You may have. By entering Your payment information and submitting Your request, You authorize us, Our affiliates, or Our third-party payment processors to charge the amount due.

You understand and agree that You are responsible for all fees due to receive healthcare services and pharmacy services, including any fees charged by the healthcare organization(s) or provider(s). Your payments to BHI may include fees charged by a healthcare organization(s) or provider(s) for healthcare services that BHI collects on their behalf. Any healthcare services not made available through the Services are not included in the payments BHI collects and the applicable healthcare providers may separately charge You for any such services. In the event Your credit card expires or BHI, Our affiliates, or Our third-party payment processors are unable to process Your payment, You may receive notice for You to provide an alternative payment method. BHI and the healthcare organization(s) and provider(s) have no obligation to provide any healthcare services unless and until full payment has been received or verified.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BHI TO RESOLVE ALL DISPUTES BETWEEN THEM THROUGH BINDING, INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM BHI.

These Terms of Use and Your use of the Site shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by final and binding arbitration in Delaware under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction. The parties agree that the courts located in Delaware shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these Terms of Use apply to the maximum extent permitted by law. BHI and You both agree that if a party cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part the party cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

No waiver by BHI of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by BHI to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Neither these Terms of Use, nor any Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between Us and You. You may not enter into any contract on Our behalf or bind Us in any way.

You agree any violation, or threatened violation, by You of these Terms of Use constitutes an unlawful and unfair business practice that will cause Us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to Our obtaining any injunctive or equitable relief that We deem necessary or appropriate. These remedies are in addition to any other remedies We may have at law or in equity.

You may not assign any of Your rights under these Terms of Use, and any such attempt will be null and void. BHI and its affiliates may, in their sole and exclusive discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of BHI is transferred to another entity by way of merger, sale of its assets, or otherwise.

BHI reserves the right to remove any content or any other material or information available on or through Our Site, at any time, for any reason. BHI otherwise complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This Section describes the procedure that should be followed to file a notification of alleged copyright infringement with BHI.

Notification of Claimed Copyright Infringement. If You have objections to copyrighted content or material made available on or through Our Site, You may submit a notification to Our Designated Agent at the following address:

Kassandra Escobedo at info@brainhealthinstitute.com

Any notification to BHI under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed;
• An identification of the copyrighted work or other intellectual property that You claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• An identification of the content or material that You claim is infringing and where it is located on Our Site;
• Information sufficient for BHI to contact You, such as Your address, telephone number, and email address;
• A statement by You that You have a good-faith belief that the use of the content or material of which You are complaining is not authorized by the copyright owner, its agent, or the law; and
• A signed statement by You that the above information in Your notice is accurate and that, under penalty of perjury, You are the copyright owner or authorized to act on the copyright owner’s behalf.

Please contact Us at the below addresses to report any violations of these Terms of Use, to ask questions, or to provide comments regarding Our Services or the Site.

Brain Initiative LLC

Brain Health Institute.com

616 S. Catalina Ave., Redondo Beach, CA 90277

info@brainhealthinstitute.com