This End User License Agreement (“Agreement”) governs your access to, and use of, the mobile
applications, software, cloud-based platforms, and related digital services provided by Neurolief Ltd.
(“Neurolief”, the “Company”, “we,” “us”, or “our”), in connection with our neuromodulation products,
including: (i) Relivion®, an electronic prescription device intended for the treatment of migraine, specifically
the Relivion® transcutaneous electrical nerve stimulator is indicated for the acute treatment of migraine
with or without aura in patients 18 years of age or older. It is a prescription device to be self-used at home.
and (ii) Proliv™Rx external Combined Occipital and Trigeminal Afferent Stimulation (eCOT-AS) (Proliv™Rx
System), an electronic device intended for the treatment of depression, specifically the Proliv™Rx System
provides focal external Combined Occipital and Trigeminal Afferent Stimulation (eCOT-AS) treatment. It is
intended as an adjunctive treatment for Major Depressive Disorder (MDD) in adults who failed to achieve
satisfactory improvement from at least one previous antidepressant medication, for use at home or in clinic.
It is a prescription-only device (each, together with its associated application and digital environment, a
“Product”).
This Agreement applies to your use of (collectively, the “Services”):
- one or more mobile applications provided by Neurolief in connection with the Products (each, an “App”);
- Neurolief’s cloud-based platform, including any web interface, dashboards, and data management tools made available in connection with the Products (the “Platform”); and
- all related digital features, functionalities, questionnaires, web pages and websites (including Neurolief’s website), assessments, treatment flows, data collection and analysis tools, content, support services, and updates provided through the App or the Platform
The Services are intended to support the digital operation, configuration, monitoring, and use of the
Products, including user registration, eligibility and suitability assessments, questionnaires and intake
processes, treatment cycles, ongoing data input and analysis, communications, and technical or productrelated support.
This Agreement is a legally binding and enforceable agreement between the Company and individuals or entities which includes: patients who are using any of the Products (“End User/s”), and healthcare providers and clinics treating such a patient, including their authorized users and anyone acting on their behalf ( “Healthcare Provider”) (End Users and Healthcare Providers shall be referred herein collectively as “Customer” or “you”). Customers and Company shall each be referred to herein as a “party” and collectively as the “parties”.
Your use of the Services may also be subject to additional policies, notices, instructions, or guidelines made available by Neurolief from time to time, including, without limitation, user manuals, instructions for use, safety information, and Neurolief’s Privacy Policy, each as applicable to the relevant Product, Service, or user type (collectively, the “Supplemental Documents”). Such Supplemental Documents are incorporated herein by reference to the extent applicable and form an integral part of your use of the Services.ACCEPTANCE OF THE AGREEMENT: BY REGISTERING, ACCESSING OR BY OTHERWISE USING
THE SERVICES, APP AND PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ,
UNDERSTOOD AND AGREED TO THE TERMS OF THIS AGREEMENT. YOU AGREE TO BE BOUND
BY THIS AGREEMENT AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS
REGARDING YOUR USE OF THE SERVICES. IF YOU DO NOT AGREE TO ALL OR PART OF THIS
AGREEMENT, PLEASE DO NOT REGISTER OR USE THE SERVICES IN ANY MANNER.
1. ELIGIBILITY
1.1 The use of the Services is void where prohibited. The Services were not designed or created for the use of minors, so if you are under the age of 18, please avoid using any of the Services, unless such use is expressly prescribed, recommended, or authorized by a qualified healthcare provider and is conducted under the supervision and responsibility of a parent or legal guardian, in accordance with applicable law. In any such case, the parent or legal guardian shall be responsible for the minor’s use of the Services and for providing any required consent or authorizations on the minor’s behalf.
1.2 By using the Services, you represent and warrant that you have the right, power, and capacity to abide by this Agreement. If you use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement.
1.3 The Company reserves the right to demand from any Customer to provide any additional information and documentation, as may be required subject to Company’s sole discretion, for verifying its age and legal eligibility per Company’s duties under the law.
2. REGISTRATION AND USER ACCOUNT
2.1 Registration by End User: In order to use the app as an End user using any Product, you must first register and create an account (“End User Account”). You will be required to provide your full name, a valid email address and a phone number, as well as accepting this Agreement together with any Supplemental Document. By clicking Next, you will receive an SMS or an email with a confirmation code that you will be required to enter in order to confirm your account and complete the sign-up process. After entering the confirmation code, you will be required to provide some demographic and clinical information.
2.2 Registration by Healthcare Provider: If you are a Healthcare Provider using our Platform for managing and monitoring your patients (End Users) you must first register and create an account (“HealthCare Account” and together with the End User Account the “Account”). You will be required to provide your full name, a valid email address, phone number as well as address of the site (e.g., Clinique, hospital, etc.) at which the Platform will be used by you (“Site”).
2.3 You hereby represent and warrant that you will provide accurate and complete information in connection with your Account. The Company reserves the right to suspend or terminate the Account in the event that you have provided it with any untrue or inaccurate information. You alone will be fully responsible for maintaining the confidentiality of your password and username for your Account and for all activities in connection with the Account, whether done by you or on your behalf. Any unauthorized use or access to the Account or the Services must be immediately reported to us. You may not assign or transfer your rights under the Account, including your username and password, without our prior written consent and you may update and revise some of the information that is included in your Account from time to time.
2.4 A Healthcare Provider may permit its employees, contractors, or other personnel acting on its behalf (“Authorized Users”) to access and use the Services through the Healthcare Provider’s Account, provided that such access is limited to the scope necessary for the Healthcare Provider’s legitimate professional use of the Services in accordance with its Usage Rights. The Healthcare Provider is responsible for: (i) designating and authorizing its Authorized Users; (ii) ensuring that each Authorized User accesses the Services only through the Healthcare Provider’s Account and solely as permitted herein; (iii) implementing and maintaining appropriate administrative, technical, and organizational measures to manage access credentials, role-based access, and prompt
2.5 removal of access upon termination or role change; and (iv) ensuring that all Authorized Users are informed of and comply with this Agreement and any applicable Supplemental Documents. Neurolief may rely on any access to the Services through a Healthcare Provider’s Account as being duly authorized by such Healthcare Provider. The Healthcare Provider shall be solely responsible and liable for: (i) the acts and omissions of its Authorized Users; (ii) ensuring that all Authorized Users comply with this Agreement and any applicable Supplemental Documents; and (iii) maintaining appropriate internal controls over access to and use of the Services. Any act or omission of an Authorized User shall be deemed an act or omission of the Healthcare Provider for purposes of this Agreement.
3. RIGHT OF USE; SCOPE OF SERVICE
3.1 Subject to the terms herein, once you have completed the registration process, you will be provided with access to the Services. Neurolief hereby grants you a limited, revocable, nonexclusive, non-transferable and non-sub-licensable right to use the relevant Services, solely during the Term, solely for the purpose set forth herein and in accordance with this Agreement (“Usage Rights”). End Users may use the Services solely for their personal use in connection with the applicable Product. Healthcare Providers may use the Services solely for professional purposes in connection with the treatment, monitoring, and management of End Users, in accordance with applicable law and professional standards.
3.2 Neurolief, at its sole discretion, is entitled to: (i) determine the features, settings, or other tools which are available as a part of the Services, Platform and App; (ii) modify, correct, amend, update, upgrade, enhance, improve, remove, replace or make any other changes to, or discontinue, or cease, temporarily or permanently, any features or functionalities of the Platform or App; and (iii) modify and renew the license under any of the circumstances listed in (ii) above, without incurring any liability to you.
4. ONBOARDING; SUPPORT AND OPTIONAL ASSISTANCE; SAFETY REPORTING
4.1 Following activation of a Product and registration to the Services, Neurolief may provide the End User with initial onboarding, setup assistance, and general guidance regarding the technical operation and use of the Services and the applicable Product, including through digital content, inapp guidance, written materials, or remote support sessions, intake and setup calls, etc. (“Initial Training”). Such onboarding and guidance are intended solely to support technical setup and user experience and do not constitute medical advice, diagnosis, treatment, or clinical decision-making.
4.2 Neurolief maintains customer and technical support channels, which may include in-app support tools, email, or other communication channels, through which End Users or Healthcare Providers may voluntarily contact Neurolief with questions, issues, or requests relating to the technical operation of the Services. Any information provided by the user in the context of such support interactions shall be processed in accordance with the Privacy Policy and applicable data protection laws.
4.3 Subject to the End User’s consent, and without any obligation to do so, Neurolief may, at its discretion, review certain usage-related indicators generated through the Services for the limited purpose of identifying potential technical issues, usability concerns, or irregularities in the operation of the Services. Where Neurolief identifies such issues, it may proactively contact the End User to offer technical assistance or support. Neurolief does not undertake, and shall have no obligation, to continuously monitor use of the Services, to identify clinical issues, or to intervene in the End User’s treatment or care.
4.4 Any support, onboarding, monitoring, or assistance provided by Neurolief under this Section is of a technical and administrative nature only. Neurolief does not monitor patients for medical conditions, treatment efficacy, or safety, and does not replace the role, judgment, or responsibility of the treating Healthcare Provider. All clinical decisions, monitoring, and patient care remain the sole responsibility of the Healthcare Provider and the End User, as applicable.
4.5 To the extent permitted by applicable law and subject to the Privacy Policy, Neurolief may use information collected through support interactions and usage-related assistance activities for purposes such as operating, maintaining, improving, and enhancing the Services and Products, including quality assurance and product improvement, while applying appropriate privacy and security safeguards
4.6 The Services are not intended for emergency use and Neurolief does not provide emergency, crisis, or real-time monitoring services. If you believe you may be experiencing an emergency or urgent medical situation, call your local emergency number immediately and contact your treating Healthcare Provider. You agree to promptly report to Neurolief any suspected malfunction, adverse event, safety issue, or other incident related to a Product or the Services, in accordance with the applicable Instructions for Use and safety information, or by contacting Neurolief support at: safety@neurolief.com Such reporting does not create any obligation for Neurolief to monitor or intervene in your care.
5. USER RESTRICTIONS
5.1 You hereby undertake that you will not, and not allow others to: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Usage Rights granted or any other rights under this Agreement with any third party except as permitted hereunder; (ii) disassemble, decompile, reverse engineer any of the Services (including any of the Products) or attempt to discover its source code or underlying algorithms; (iii) upload invalid data, viruses, worms, malicious code or other software agents through the Platform and App; (iv) interfere with the proper working or security measures of the Platform and App; (v) bypass the measures Neurolief may use to prevent or restrict access to the Platform and App; (vi) use the Platform and App for any illegal or unauthorized purpose, or that could give rise to any civil liability or other lawsuit; (vii) modify the Services, Product, Platform or App, or insert any code or product, or in any other way manipulate any of it or create any derivative works or competitive products and services from the Services; or (viii) use the Platform or App in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights. Any access to or use of the Services or the Products that is inconsistent with the intended purposes of the Services, this Agreement, the applicable Supplemental Documents (including any Instructions for Use and safety information), the Initial Training, or applicable law, is strictly prohibited and shall constitute a material breach of this Agreement.
5.2 You acknowledge and agree that the Services and the Products are intended to be used solely in accordance with applicable prescriptions, authorizations, instructions for use, and the directions of the treating healthcare provider. You shall not use, and shall not allow any third party to use, the Services or any Product in a manner that is inconsistent with such prescription, authorization, instructions, or professional medical guidance, or in violation of applicable law.
5.3 Your failure to comply with the provisions set forth above may result in, at Neurolief’s sole discretion, the termination or suspension of access to the Services as well as the immediate termination of this Agreement, without derogating from any other remedy Neurolief may be entitled to under this Agreement or any applicable law.
5.4 Neurolief reserves the right, but does not assume any obligation, to monitor, investigate, or take appropriate action in connection with any suspected or actual violation of this Agreement or applicable law. Where Neurolief becomes aware of any unlawful, prohibited, abusive, fraudulent, or unsafe use of the Services, the Products, or the App, Neurolief may, to the extent permitted or required by applicable law, disclose relevant information to competent authorities, regulators, law enforcement agencies, or other third parties, and cooperate with such authorities, including by providing information, records, or data relating to such use. Any such disclosure shall be made in accordance with applicable law and, where relevant, subject to Neurolief’s obligations under its Privacy Policy, applicable data protection laws, and any applicable data processing or healthcarerelated agreements.
6. GENERAL REPRESENTATIONS AND WARRANTIES
6.1 Each party represents and warrants that: (i) it has the full legal authority to enter into and be bound by this Agreement; (ii) the execution and performance of this Agreement do not violate any other agreement to which it is a party or any applicable law; and (iii) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, subject to applicable laws affecting enforceability.
6.2 You represent and warrant that: (i) you will use the Services and the Products solely in accordance with this Agreement, the applicable Supplemental Documents, and applicable law; (ii) you will not use the Services for any purpose that is unlawful, unauthorized, or inconsistent with their intended purpose; and (iii) you are solely responsible for ensuring that your access to and use of the Services is appropriate for your circumstances and complies with applicable legal and regulatory requirements.
7. HEALTHCARE PROVIDER REPRESENTATIONS AND ACKNOWLEDGMENTS
If you are a Healthcare Provider, you further represent, warrant, and acknowledge that: (a) you are duly licensed, certified, or otherwise legally authorized, as applicable, to provide the relevant healthcare services in the jurisdictions in which you operate, and you will use the Services in accordance with applicable professional standards of care and all applicable laws and regulations; (b) you are solely responsible for all clinical decisions, treatment plans, monitoring, and patient care involving End Users, including determining whether, how, and for whom a Product or the Services are appropriate; (c) you acknowledge that the Services are intended to support technical, operational, and data-related aspects of the Products only, and do not provide medical advice, clinical recommendations, diagnoses, or treatment decisions; (d) you shall not rely on any data, outputs, summaries, analytics, or information made available through the Services as a substitute for your independent professional judgment, and you shall not use such information as the sole basis for any clinical decision or patient care; (e) any use of a Product or the Services outside their approved labeling, Instructions for Use, or intended indications (including any off-label use) is undertaken solely at your professional discretion and responsibility, in accordance with applicable law and professional standards, and without any recommendation, endorsement, or assumption of responsibility by Neurolief; (f) you are responsible for obtaining any required patient consents, authorizations, and disclosures in connection with your use of the Services and the Products; (g) you are responsible for the acts and omissions of your Authorized Users and for ensuring their compliance with this Agreement and all applicable Supplemental Documents; and (h) you are solely responsible for assessing and determining the End User’s clinical and mental suitability for use of the Products and the Services, including, as applicable, evaluation of mental health status, contraindications, risk factors (including risk of self-harm or suicidality), ongoing clinical appropriateness, and the need for monitoring, referral, modification, or discontinuation of treatment, all in accordance with applicable professional standards and law. Neurolief does not assess, monitor, or determine patient mental state or clinical risk.
8. TERM AND TERMINATION
8.1 This Agreement shall commence on the date you accepted its terms by registering, accessing, or using the Services, and shall thereafter continue until terminated in accordance with this Section (“Term”). The Term is not tied to a specific treatment cycle, session, or duration of use. Certain features, access rights, or functionalities of the Services may be enabled, renewed, limited, or discontinued from time to time based on the applicable Product, prescription or authorization, treatment cycle, Healthcare Provider instructions, licensing or activation parameters, and the applicable Supplemental Documents.
8.2 Neurolief is not a party to, and has no responsibility for, any agreement, arrangement, or understanding between an End User and a Healthcare Provider (or clinic), including with respect to treatment plans, duration of care, fees, payment terms, or continuation or discontinuation of treatment. The existence, modification, suspension, expiration, or termination of any such agreement shall not, by itself, create any obligation on Neurolief to provide or continue providing access to the Services, nor shall termination or suspension of access to the Services by Neurolief affect any rights or obligations arising under such separate arrangements.
8.3 You may terminate this Agreement at any time by ceasing all use of the Services. Termination of use shall not relieve you of any obligations accrued prior to the effective date of termination.
8.4 Neurolief may, at its discretion, suspend or terminate this Agreement, in whole or in part, upon written notice where reasonably practicable, including (a) for convenience; (b) where required by applicable law or regulatory requirements; or (c) where continued provision of the Services is no longer feasible in connection with a specific Product, configuration, or authorization.
8.5 In addition, Neurolief may suspend access to, or terminate this Agreement with immediate effect, if you materially breach this Agreement, or if Neurolief reasonably believes that your use of the Services poses a legal, regulatory, security, or safety risk.
8.6 Upon expiration or termination of this Agreement for any reason, all rights and licenses granted hereunder shall immediately terminate, and you shall cease all access to and use of the Services. Sections which by their nature are intended to survive termination, including without limitation intellectual property, disclaimers, limitation of liability, indemnification, confidentiality, and governing law, shall survive termination or expiration of this Agreement.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Intellectual Property Rights and all other rights, title and interest of any nature in and to the Products, Platform, App, Services or any related documentation made available by or on behalf of Neurolief hereunder (including all modifications, enhancements, upgrades, customizations and derivative works thereof) are and shall remain the exclusive property of Neurolief and its licensors. For the purpose of this Agreement “Intellectual Property Rights” shall mean all intellectual property rights of every kind and description, including without limitation: (i) rights in or to trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing, (ii) patents and patent applications, (iii) rights in or to copyrights, whether or not registered, (iv) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions, (v) rights in software and computer code (whether in source code, object code or any other form) and (vi) all applications and registrations of any of the foregoing.
9.2 Nothing in this Agreement shall be construed as transferring any right, title or interest to you or any third party, unless explicitly stated hereunder. Neurolief and its licensors reserve any and all rights not expressly granted in this Agreement. The provisions of this section shall remain in full force and effect after termination or expiration of the Agreement for whatever reason.
9.3 As between the parties, all rights, title, and interest in and to any data, information, records, or content relating to an End User or a Healthcare Provider that is uploaded, submitted, generated, or otherwise made available through the Services in the course of using the Products, including patient-related data and clinical information (collectively, “Customer Data”), shall remain with the applicable Customer, subject to applicable law. the Customer hereby grants Neurolief a limited, non-exclusive, non-transferable, royalty-free license to access, host, store, process, transmit, and otherwise use Customer Data solely to the extent reasonably necessary to provide, operate, support, maintain, secure, and improve the Services and the Products, to comply with applicable legal and regulatory obligations, and as otherwise permitted under this Agreement, the Privacy Policy, and any applicable data processing agreement. Nothing in this Agreement shall be construed as transferring ownership of Customer Data to Neurolief.
9.4 Subject to applicable law, the Privacy Policy, and any applicable data processing arrangements, Neurolief may collect, use, retain, analyze, and create derived data from Customer Data solely in an aggregated, or de-identified form that does not reasonably identify any individual (“Aggregated Data”). Neurolief may use such Aggregated Data for legitimate business purposes, including without limitation product improvement, development, research, analytics, quality assurance, performance monitoring, safety analysis, regulatory compliance, and statistical reporting. Any such use shall not be intended to, and shall not, identify any specific End User or Healthcare Provider.
9.5 For the avoidance of doubt, nothing in this Section 9 shall limit, override, or derogate from Neurolief’s obligations under applicable data protection laws, the Privacy Policy, or any applicable data processing agreement. All processing of personal data shall be conducted in accordance with such instruments.
9.6 Neurolief shall own all rights, title, and interest in and to any technical, operational, system-level, or usage data generated by or in connection with the operation, performance, security, or maintenance of the Services or Products, including logs, metadata, diagnostic information, system metrics, and similar information (“Usage Data”), provided that such data does not include identifiable Customer Data. Neurolief may use Usage Data for any lawful purpose related to the operation, maintenance, security, and improvement of the Services and Products.
9.7 If Neurolief receives any feedback (e.g., questions, comments, suggestions etc.) regarding the Platform and App or any of the Services (“Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Neurolief and to the extent required by applicable law, you hereby irrevocably transfer and assign all Intellectual Property Rights you may have in such Feedback to Neurolief and waive any and all moral rights that you may have in respect thereto.
10. INDEMNIFICATION
10.1 Neurolief shall defend, indemnify, and hold harmless the Customer from and against any thirdparty claim alleging that the Services or Products, as made available by Neurolief and used in accordance with this Agreement, infringe or misappropriate any patent, copyright, trademark, or trade secret (“IP Claim”), and shall pay any damages finally awarded or agreed in settlement in connection with such IP Claim, provided that the Customer complies with the indemnification procedures set forth below. Notwithstanding the foregoing, Neurolief shall have no obligation or liability under this Section to the extent that the alleged infringement arises from: (i) use of the Services or Products other than in accordance with this Agreement or the applicable Supplemental Documents; (ii) modification of the Services or Products not made by or on behalf of Neurolief; (iii) combination or use of the Services or Products with products, services, software, data, or systems not provided by Neurolief, if the infringement would not have occurred but for such combination; or (iv) continued use of the Services or Products after Neurolief has notified the Customer to discontinue such use due to an alleged or actual infringement. If the Services or Products become, or in Neurolief’s reasonable opinion are likely to become, the subject of an IP Claim, Neurolief may, at its option and expense: (a) procure the right for the Customer to continue using the Services or Products; (b) modify or replace the Services or Products so that they become noninfringing without materially reducing their functionality; or (c) terminate the affected Services and, if applicable, refund any prepaid fees for the unused portion of the Term. The foregoing states Neurolief’s entire liability and the Customer’s exclusive remedy with respect to any IP Claim.
10.2 You shall indemnify, defend and hold Neurolief harmless, and its respective affiliates, officers, directors, shareholders, or representatives (“Indemnified Parties”) from any and all demands, judgments, awards, losses, damages, expenses, claims and liabilities, and all related costs, including reasonable legal fees (“Liabilities”) incurred by the Indemnified Parties as a result of or arising out of a third party claim in connection with: (i) your breach of this Agreement; (ii) your gross negligence, willful misconduct or fraud, or that of your employees’, agents’, or subcontractors’; (iii) a medical negligence or medical malpractice caused by your actions or (iv) any breach or violation of applicable law by you.
10.3 Without limiting the generality of Section 10 above, if you are a Healthcare Provider, you shall further indemnify, defend, and hold harmless the Indemnified Parties from and against any and all Claims arising out of or relating to: (a) any clinical decision, treatment plan, monitoring, referral, modification, or discontinuation of treatment involving an End User; (b) any use of a Product or the Services outside their approved labeling, Instructions for Use, intended indications, or regulatory approvals, including any off-label use, whether or not permitted under applicable law; (c) any reliance on Outputs, data, analytics, summaries, or information made available through the Services for clinical, diagnostic, or treatment decisions; (d) any failure to obtain required patient consents, authorizations, or disclosures, or any breach of professional, ethical, or regulatory duties owed to an End User; or (e) any act or omission constituting medical negligence or malpractice.
10.4 Any party seeking indemnification under this Agreement (the “Indemnified Party”) shall: (a) promptly notify the other party (the “Indemnifying Party”) in writing of the claim for which indemnification is sought, provided that failure to give prompt notice shall relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced thereby; (b) grant the Indemnifying Party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance, at the Indemnifying Party’s expense, in connection with such defense. The Indemnifying Party shall not settle any claim in a manner that admits liability on behalf of the Indemnified Party or imposes any obligation, restriction, or liability on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party may settle a claim without consent if the settlement includes a full release of the Indemnified Party from all liability and does not require any admission of fault or ongoing obligation by the Indemnified Party.
11. LIMITATION OF LIABILITY AND DISCLAIMER
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREUNDER, AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY RELATED DOCUMENTATION,
SOFTWARE OR COMPONENT THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS WITHOUT WARRANTY OF ANY KIND.
NEUROLIEF DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, AND MAKES NO REPRESENTATION NOR DOES IT EXTEND ANY WARRANTY OF ANY KIND, WITH RESPECT TO THE SERVICES OR THE RESULTS AND ANALYSIS CALCULATED THROUGH THE SERVICES (“OUTPUTS”), INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, TIMELINESS, COMPLETENESS, OR INFORMATIONAL CONTENT. NEUROLIEF WILL HAVE NO DUTY OR OBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY OUTPUTS OR INFORMATION DISPLAYED IN OR AVAILABLE THROUGH THE SERVICES. CUSTOMER’S USE OF OR RELIANCE ON ANY OUTPUTS SHALL BE DONE SOLEY AT THE CUSTOMER’S OWN RISK.
NEUROLIEF IS NOT A LICENSED MEDICAL CARE PROVIDER AND THE RELIVION DEVICE AND THE APP ARE NOT INTENDED TO FULLY REPLACE PROFESSIONAL MEDICAL ADVICE OR DIAGNOSYS. IF YOU ARE AN END USER, YOU ARE RESPONSIBLE FOR YOUR OWN HEALTH AND FOR DISCUSSING YOUR SYMPTOMS WITH A SUITABLE DOCTOR. PLEASE CONSULT WITH YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER BEFORE MAKING ANY DECISIONS OR TAKING ANY ACTIONS THAT MAY AFFECT YOUR HEALTH AND SAFETY. YOU SHOULD NEVER DELAY SEEKING PROFESSIONAL MEDICAL ADVICE, DISREGARD MEDICAL ADVICE OR DISCONTINUE MEDICAL TREATMENT BECAUSE OF THE USE OF THE RELIVION DEVICE OR THE APP. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR YOU EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS.
SUBJECT TO APPLICABLE LAW, NEUROLIEF IS NOT RESPONSIBLE FOR ANY PERSONAL INJURY OR ANY OTHER DAMAGES THAT MAY RESULT, DIRECTLY OR INDIRECTLY, FROM ANY USE OR MISUSE OF THE APP.
THE PRODUCTS ARE PRESCRIPTION DEVICES. USE THE PRODUCT AND THE SERVICES ONLY IF YOU HAVE A VALID PRESCRIPTION AND AFTER CONSULTING WITH YOUR HEALTH CARE PROFESSIONAL. ANY OFF-LABEL USAGE IS UPON THE RELEVANT HEALTHCARE PROFESSIONAL SOLE DISCRETION AND RESPONSIBILTY.
NEUROLIEF DOES NOT UNDERTAKE, AND SHALL HAVE NO OBLIGATION, TO MONITOR END USERS’ USE OF THE PRODUCTS OR THE SERVICES IN REAL TIME OR OTHERWISE, TO IDENTIFY MEDICAL, PSYCHIATRIC, PSYCHOLOGICAL, OR SAFETY CONDITIONS, OR TO DETECT OR ASSESS RISK OF SELF-HARM, SUICIDALITY, DETERIORATION, OR OTHER CLINICAL EVENTS. NEUROLIEF DOES NOT PROVIDE EMERGENCY, CRISIS, OR MENTAL HEALTH MONITORING SERVICES AND HAS NO DUTY TO INTERVENE, ALERT, ESCALATE, OR INITIATE CONTACT IN RESPONSE TO ANY DATA, OUTPUTS, USAGE PATTERNS, OR LACK OF ACTIVITY GENERATED THROUGH THE SERVICES. ANY RESPONSIBILITY TO ASSESS, MONITOR, IDENTIFY, MANAGE, OR RESPOND TO SUCH RISKS RESTS SOLELY WITH THE TREATING HEALTHCARE PROVIDER AND/OR THE END USER, AS APPLICABLE, IN ACCORDANCE WITH PROFESSIONAL STANDARDS AND APPLICABLE LAW. TO THE EXTENT PERMITTED BY LAW, NEUROLIEF ASSUMES NO RESPONSIBILITY OR LIABILITY FOR: (I) ANY UNAUTHORIZED ACCESS TO OR USE OF THE ACCOUNT; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES; AND (IV) ANY LOSS OF DATA.
IN NO EVENT SHALL NEUROLIEF BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, ARISING OUT OF THE USE OF THE SERVICES, EVEN IF IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEUROLIEF’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES SHALL BE LIMITED AS FOLLOWS: (a) IF YOU ARE AN END USER (NON-COMMERCIAL USER), NEUROLIEF’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100); (b) IF YOU ARE A HEALTHCARE PROVIDER OR OTHER COMMERCIAL CUSTOMER, NEUROLIEF’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO NEUROLIEF FOR THE RELEVANT SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT ANY NON-WAIVABLE CONSUMER RIGHTS UNDER APPLICABLE LAW.
12. CONFIDENTIALITY
12.1 In the context of the relationship under this Agreement, either party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain non-public, proprietary, or confidential information, in any form or medium, whether disclosed orally, visually, in writing, electronically, or otherwise, including without limitation business, commercial, technical, scientific, regulatory, financial, product, security, pricing, plans, roadmaps, know-how, trade secrets, documentation, designs, and information relating to the Services and Products (Collectively, “Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show: (i) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, as evidenced by written and dated records; (ii) was received by Receiving Party from any third party without restrictions; (iii) is publicly and generally available, free of confidentiality restrictions; or (iv) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees and contractors with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.
12.2 If the Receiving Party is required to disclose any Confidential Information pursuant to applicable law, regulation, court order, subpoena, or request by a governmental, regulatory, or supervisory authority (including in the context of an investigation), then, to the extent permitted by law, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement and reasonably cooperate (at the Disclosing Party’s expense) to seek confidential treatment or limit the scope of such disclosure. The Receiving Party shall disclose only the minimum portion of Confidential Information legally required to be disclosed.
12.3 The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an insufficient remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party may seek immediate injunctive or equitable relief to enforce this Section without the necessity of posting bond, to the extent permitted by applicable law.
12.4 The non-disclosure and non-use obligations set forth in this Section 12 shall survive the termination or expiration of this Agreement for a period of 3 years.
13. PRIVACY AND DATA PROTECTION
13. Neurolief will store, process, and use the privacy identifiable information collected and processed as part of the Services, subject to applicable law and in accordance with our privacy policy which can be found here: Privacy Policy (“Privacy Policy”).
13.2 Subject to any applicable law, the Healthcare Provider may grant us access to, or share with us, certain Personal Data, including Special Categories of Personal Data or Protected Health Information (as such terms are defined under the relevant applicable law). Such data shall be processed in accordance with the provisions of any Data Processing Agreement between us and such Healthcare Provider, and the Privacy Policy. To the extent Neurolief processes such data on behalf of a Healthcare Provider as a service provider/processor (as applicable), such processing shall be governed by a separate data processing agreement and/or business associate agreement (as applicable) executed between Neurolief and the Healthcare Provider (“DPA or BAA”), and by the Privacy Policy to the extent applicable. In the absence of an executed DPA or BAA, Neurolief may limit, suspend, or decline certain Healthcare Provider features or data flows, to the extent required by applicable law.
13.3 Neurolief maintains administrative, technical, and organizational safeguards designed to protect the security, confidentiality, and integrity of Personal Data processed in connection with the Services, consistent with applicable legal requirements and generally accepted industry standards.
HOWEVER, YOU ACKNOWLEDGE THAT NO DATA TRANSMISSION OR STORAGE SYSTEM CAN BE GUARANTEED TO BE 100% SECURE, AND NEUROLIEF DOES NOT WARRANT OR GUARANTEE ABSOLUTE SECURITY.
14. APP STORES; THIRD-PARTY SERVICES
If you download or access an App through a third-party platform, marketplace, or app store (e.g., Apple App Store or Google Play) (each, an “App Store”), your use of the App may also be subject to the App Store’s terms and policies. Neurolief is not responsible for, and does not control, any App Store or any actions, omissions, availability, billing practices, or policies of such third parties.
The Services may enable or rely on third-party services, features, or content (including connectivity, messaging, hosting, or analytics) (“Third-Party Services”). Neurolief does not warrant and is not responsible for Third-Party Services, and your use of Third-Party Services is at your own risk and may be subject to the third party’s terms and privacy practices.
15. AMENDMENTS
15.1 Neurolief reserves the right to modify, correct, or amend this Agreement at any time in accordance with the following. The most current version of this Agreement will always be displayed on the Platform or App and any changes will be indicated under the “Last Amended” date above. Neurolief may make non-material changes (including updates for clarity, formatting, or operational improvements) that will become effective upon posting. If Neurolief makes a material change to this Agreement, Neurolief will provide reasonable prior notice, which may be provided through the Services (e.g., in-App notice), by email (if available), or by posting a prominent notice. Unless otherwise stated in the notice, material changes will become effective on the date specified in the notice. If you do not agree to a material change, your sole remedy is to discontinue use of the Services before the Effective Date. Notwithstanding the foregoing, Neurolief may implement changes that are required to comply with applicable law or regulatory requirements, or that are necessary to address safety, security, or suspected fraud or misuse, and such changes may become effective immediately upon notice (or, where notice is not reasonably practicable, as soon as reasonably practicable thereafter).
16. MISCELLANEOUS
16.1 Order of Precedence: In the event of any conflict or inconsistency between this Agreement and any other agreement, policy, or document applicable to your use of the Services, the following order of precedence shall apply, solely with respect to the subject matter expressly governed therein: (a) any separately executed commercial agreement (e.g., MSA, Service Agreement) between you and Neurolief; (b) any applicable Data Processing Agreement and/or Business Associate Agreement, with respect to data protection and privacy matters only; (c) the applicable Supplemental Documents; and (d) this Agreement. For the avoidance of doubt, this Agreement shall continue to apply to all matters not expressly and directly governed and conflicted by a higherpriority document.
16.2 Export Controls; Sanctions: You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any country or territory that is subject to comprehensive sanctions or embargoes under applicable laws, and (ii) you are not listed on any applicable restricted or denied party list maintained by any governmental authority. You may not use, export, re-export, transfer, or make available the Services, Products, or any related technology in violation of applicable export control or sanctions laws and regulations.
16.3 Governing Law and Jurisdiction: This Agreement and any claim, controversy, or dispute arising out of, related to, or otherwise in connection with this Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Israel, applied without giving effect to any conflicts of law principles. Subject to any non-waivable rights under applicable mandatory law, the parties agree that any dispute related to this Agreement shall be brought exclusively in the competent courts located within Tel Aviv, Israel. Notwithstanding the foregoing, Neurolief may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Confidential Information, Intellectual Property Rights, or the security or integrity of the Services.
16.4 Relationship of the Parties: Each party hereunder is considered an independent contractor. Nothing herein shall be deemed or construed to create a joint venture, employment, fiduciary or agency relationship between the parties for any purpose.
16.5 Assignment: This Agreement may not be assigned or transferred by you without Neurolief’s prior written consent. This Agreement may be assigned by Neurolief to any Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
16.6 Force Majeure: Neither party shall be liable for any delay or failure to perform if and to the extent that such delay or failure to perform is caused or otherwise brought about by circumstances beyond the non-performing party’s reasonable control, including strikes, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism, Acts of God (including a pandemic), and/or inclement weather, which the non-performing party is unable to prevent by the exercise of reasonable due diligence, and provided that the non-performing party uses its best efforts to overcome any such circumstances.
16.7 No Third-Party Beneficiaries: Except as expressly stated in this Agreement (including with respect to Indemnified Parties), this Agreement is for the sole benefit of the parties and does not confer any rights or remedies upon any third party.
16.8 No Third-Party Reliance: Any Outputs, summaries, analytics, or other information made available through the Services are provided solely for use by the Customer in accordance with this Agreement. No third party is authorized to rely on any such information, and Neurolief shall have no responsibility or liability for any third-party reliance or use.
16.9 Entire Agreement: This Agreement, including all Supplemental Documents, and subject to Section 16.1 (Order of Precedence), contains the entire agreement of the parties, and supersedes any prior oral or written agreements or understanding between the parties.
16.10 Severability: Should any one or more of the provisions of this Agreement be determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired by such determination and will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permitted by law.
16.11 Waiver: Any delay or omission by either party to exercise any right under this Agreement shall not be construed to be a waiver of such right. A waiver by either party of any of the performance provisions of this Agreement shall not be construed to be a waiver of any succeeding performance or breach. No waiver shall be effective unless in writing and signed by the waiving party.
16.12 Notices: Neurolief may provide you with notices, disclosures, and other communications relating to the Services or this Agreement by any reasonable means, including through the Services (including in-App or Platform notices), email, SMS, or by posting on Neurolief’s website. Notices will be deemed received when transmitted or posted, as applicable. You are responsible for keeping your Account contact details current. If you need to provide Neurolief with a legal notice under this Agreement, you must send it in writing to Neurolief at DPO@neurolief.com. Neurolief may update its notice details by posting an update in the Services or on its website.
16.13 Electronic Communications: By registering for or using the Services, you consent to receive communications from Neurolief electronically, including operational, administrative, support, and legal notices. You agree that such electronic communications satisfy any legal requirement that communications be in writing.