Terms of Service

MOXO Terms of Service

Neuro-Technology Solutions Ltd. (“Neurotech” or “us,” “our,” “we“) is the creator and owner of MOXO™ d-CPT Test (the “Assessment“), which can assist in diagnostic activities relating to Attention Deficit Hyperactivity Disorder and is provided through Neurotech’s website https://www.neurotech-solutions.com/ (“Site“). These Terms of Service (the “Terms“) govern your access to and use of the Site and services available through the Site, including the Assessment and the Reports (as defined below) (collectively, the “Services“). Our Privacy Notice, available at https://moxo.ai/privacy-policy/  (“Privacy Notice“) governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). “You” means any institution, clinic, healthcare facility or other such entity (“Customer“) or an employee or colleague designated by a Customer to access the Services (“Permitted User“).

Please read these Terms carefully. These Terms govern your access to and use of the Site and Services. By clicking on the button marked “I agree,” you signify your consent to these Terms. Changes may be made to these Terms from time to time. Your continued use of the Site or Services will be deemed acceptance to the amended or updated Terms. If you do not agree to any of these Terms, please do not click the button marked “I agree” or use the Site and/or Services.

If you are registering on behalf of a Customer, you represent that you are authorized to enter into, and bind the Customer to these Terms and register for the Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Customer and the right to access the Services is revoked where these Terms or use of the Services is prohibited. The Customer and Neurotech may sign a separate agreement relating to the Customer’s use of the Services (“Agreement”). In case of a conflict between the provisions of the Terms and the provisions of the Agreement, the provisions of the Agreement shall govern and prevail.

1. Account Registration.

• Subject to execution of an Agreement and to Neurotech’s instructions, the Customer shall create a Neurotech account for each Permitted User. Your account allows you to use the Site and Services, subject to these Terms and our Privacy Notice, which is available at https://app.moxo-adhdtest.com/. Neurotech reserves the right to refuse to allow a Customer to open an account for any reason, or to limit the number of Permitted User accounts the Customer can establish on the Services, all its sole discretion.

• You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not completed by you. You agree to notify Neurotech immediately of any unauthorized use of your Neurotech account or password. Neurotech will not be liable for any losses or damages arising from unauthorized use of your account or password, and you agree to indemnify and hold Neurotech harmless for any improper or illegal use of your account, including any charges and/or taxes incurred, unless you have notified us via email at [email protected] that your account has been compromised and have requested us to block access to it. We do not police for, and cannot guarantee that we will learn or prevent any inappropriate use of the Site and/or Services.

2. Termination of Account.

• Upon termination, suspension or expiration of the Agreement for any reason, Neurotech may terminate your access to your account at its sole discretion.

• Neurotech may terminate your account if you violate any of these Terms or if any covenants or undertakings of the Customer in the Agreement are violated. Upon termination or suspension of your account, you shall not have any further access to any Content that may be available through your account.

• If Neurotech believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate usage or behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate usage or behavior regarding the Site and Services. We will fully cooperate with any law enforcement investigation or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

3. Services.

• You may use the Site, as well as the Content and Services provided through it, for Participant Assessment and generating Reports purposes only. “Participant” means the individual taking the Assessment. Except for provision of the Assessment and Reports to Participants, you may not use the Site or Services to provide any services or content to any third party and you shall not make any commercial use of the Site and/or Services. Subject to applicable law, Neurotech may, at its sole discretion and at any time, discontinue providing any part of the Site and/or Services without notice. Use of the Services and access to the Site is void where prohibited by law, regulation or any other obligation.

• By using the Services as or on behalf of a Customer, you represent and warrant that: (a) any and all registration and/or contact and/or other information you submit is truthful and accurate, and you have obtained all necessary consents under applicable law to provide Personal Data (including parental consent with respect to Personal Data of Participants), as required to administer the Assessment and as contemplated herein and in the Privacy Notice; (b) you will maintain the accuracy of such information; (c) you are an entity incorporated by law, and/or you are validly registered, and/or serve as a healthcare facility in accordance with and as required by applicable law; (d) your use of the Services is for professional purposes only as described in these Terms, and you will not make any other use thereof, including any commercialization of the Services and/or the Site; (e) your use of the Services complies with and does not violate any applicable law, regulation, or obligation you may have to a third party; (f) except as explicitly stated in these Terms, you shall not furnish Neurotech with any Personal Data of a Participant, provided that Participant names and IDs may be uploaded, and will be accessible only to the Customer (after being encrypted by Neurotech), provided that Customer can create a PDF assessment report which will include these details; (g) you have obtained all necessary consents under applicable law to allow Neurotech to use any content, information and/or image, including the Assessments and/or Reports, for the improvement of the Services and/or Site by Neurotech; and (i) you and any third party on your behalf shall, throughout your use of the Services, comply with applicable laws, regulations, guidelines and these Terms.

• By using the Services as a Permitted User, you represent and warrant that: (a) you are a certified and/or licensed to conduct the Assessment, including with respect to minors, as required under applicable law, and have the ability to form a binding contract; (b) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (c) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Site and/or Services; (d) except as explicitly provided in these Terms, you shall not furnish Neurotech with any Personal Data of a Participant; (e) you have obtained all necessary consents under applicable law to provide Personal Data, (including parental consent with respect to Personal Data of Participants) as contemplated herein and in the Privacy Notice for the provision of the Services and to allow Neurotech to use any content, information and/or image, including the Assessment and/or Report, for the improvement of the Site and/or Services.

4. Reports and Analytics. The Services may provide you with reports regarding the data and/or information provided by the Participant and/or you through the Assessment and/or information or data derived therefrom (the “Report/s”). You may copy, modify and use the Reports for any internal purpose, including for the purpose of providing the Participant and his/her parent(s) and/or legal guardian with Reports. Customer may request information regarding its Participant/s based on their IDs or other means including any aggregated information. By using the Services, you acknowledge that Neurotech may use aggregate and/or anonymized data and information provided by Participants and/or you during an Assessment and/or Reports for business, marketing, research and internal

5. Content.

• Certain types of content may be made available through the Site and/or Services. “Content” as used in these Terms means, collectively, all the content on or made available through the Site and/or Services, including but not limited to, any (personal) data, pictures, photos, lists of participants in the Assessment, and any modifications or derivatives of the foregoing.

• The Services may allow you to add certain content and/or data. All content added by users is referred to as “User Content.” You are fully and solely responsible for any User Content you submit through the Services. You represent and warrant that any such User Content complies with all applicable law, that you have all necessary rights to submit any such User Content through the Services, including the receipt of parental consent for children as required under applicable law, and that no such User Content infringes or violates any third-party intellectual property rights, privacy or publicity rights, or moral rights. Neurotech has no obligation to accept, display, review or maintain any User Content. Moreover, Neurotech reserves the right to remove and permanently delete any Content, including any User Content submitted or modified by any user, without notice and for any reason. WE DO NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY (USER) CONTENT, AND WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH ANY USER CONTENT.

• Neurotech may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means; provided, however, that Neurotech reserves the right to treat User Content as content stored at the direction of users for which Neurotech will not exercise editorial control except when violations are directly brought to Neurotech’s attention. Neurotech has the right to edit, delete, distort, modify or move User Content from the Site and/or Services without notice for any reason at any time. Additionally, Neurotech has the right to refuse to transmit, email, post or broadcast any User Content (including refusing to allow a user to distribute such User Content through a third party) without notice for any reason at any time.

• Content on the Site comes from a variety of sources, including Participants and Permitted Users. You understand that Neurotech is not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to this User Content. Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials to which you may be involuntarily exposed, and you hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against us with respect to thereto. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

6. Content Restrictions. Without limiting the foregoing, you agree that you will not transmit, submit or post any User Content that: (1) violates the legal rights of others, including defaming, abuse, stalking or threatening users; (2) infringes (or results in the infringement of) other rights of any third party; (3) is or in furtherance of (or you (should) reasonably believe to be) illegal, fraudulent, or unauthorized, counterfeiting, pirating, unauthorized, or violent activity, or that involves (or you (should) reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (4) does not comply with all applicable laws, rules and regulations; (5) publishes falsehoods or misrepresentations that may damage us or any third party; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains (or that you know contains links to) the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.

7. Use Restrictions. You may not do or attempt to do any of the following: (1) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Site and/or Services without our prior written authorization, including framing or mirroring any part of the Site and/or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Site and/or Services or features that prevent or restrict use or copying of any Content; (3) use the Site and/or Services in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, assessment search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site and/or Services; (5) use or access another user’s account or password without permission; (6) use the Site and/or Services in any manner not permitted by these Terms, or (7) post, distribute or edit any User Content or links in violation of the requests or wishes of the individual that provided you with such User Content or links.

8. Intellectual Property

• Neurotech, or as the case may be, its licensors, own the Site, Services, and all Content available therein, including all worldwide intellectual property rights in the Site and/or Services and the trademarks, service marks, and logos contained therein. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Site and/or the Services. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Site or Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of Neurotech or any third party.

• By submitting or posting any User Content, you grant Neurotech and its successors a worldwide, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, copy, distribute, transmit, modify, prepare derivative works of, display, and perform such User Content on, through or in connection with the Site and/or Services for the purpose of providing the Services, and for the improvement of the Site and/or Services as further detailed herein and in the Privacy Notice.

9. Disclaimers & Disclaimer of Warranty

• Your use of the Site and Services is at your sole discretion and risk. The Site, Content and Services are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. While we make reasonable efforts to provide Content that is informative and useful, we do not make any warranties or representations in respect of any Content. We do not represent or warrant that you will find the Services and/or any Content to be informative or useful for your own needs.

• WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, CONTENT (INCLUDING USER CONTENT), AND SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE AND/OR SERVICES; (II) THAT THE SITE AND/OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE SITE AND/OR SERVICES.

• Neurotech makes no warranty that the Reports provided shall be useful to you, the Customer, the Participant, the Participant’s parent(s) and/or legal guardian. You are solely responsible for (advising the Participant and/or his/her parents(s) and/or legal guardian that) any action you and/or the Customer and/or the Participant and/or his/her parents(s) and/or legal guardian, may take based on the Reports. In making any decision you and/or the Customer and/or the Participant and/or his/her parents(s) and/or legal guardian should take into account the possibility that information and/or recommendations provided by the Reports may not correctly or accurately reflect current or future circumstances. The Services and the Assessments and Reports thereunder are intended to serve as a complementary tool solely for the purpose of assisting Permitted Users to assess Participant’s status. The Services may not and should not be used as a single tool or method to assess Participants.

• No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

• We assume no responsibility for, and you shall not have any valid claim against Neurotech in relation to, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site, Content and/or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any part of the Site and/or Services, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Site and/or Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, resulting from use of the Site and/or Services, from any Content posted on or through the Site and/or Services, or from the conduct of any users of the Site and/or Services, whether online or offline.

10. Limitation of Liability. IN NO EVENT SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, ASSESSMENT, CONTENT AND SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE ASSESSMENT, SITE OR THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR MAXIMUM CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE TWELVE MONTHS PRECEDING THE APPLICABLE CLAIM.

11. Indemnification. You agree to indemnify, defend, and hold harmless Neurotech and our employees, directors, officers, subcontractors and agents, against any and all claims, damages, costs or expenses (including attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of the Site and/or the Services; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any claim by a Participant and/or his/her legal guardian in connection with the Services and/or the Assessment and any other matter for which you are responsible hereunder or under law.

12. Miscellaneous. These Terms shall be governed by the laws of the State of Israel. Any legal or equitable action of whatever nature by or against Neurotech arising out of or related in any respect to these Terms shall be brought only before the jurisdiction of the competent courts of the State of Israel, pursuant to any applicable Israeli laws pertaining to subject matter jurisdiction. In any action to enforce these Terms, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action against Neurotech must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Neurotech or enables you to act on behalf of Neurotech. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. You shall not be entitled to assign any of your rights hereunder to any third party. Neurotech may assign any and all rights hereunder to any third party.

Last updated: June 2023