Terms and Conditions

The Site is intended to provide information about Neuropix and its products and services. If you purchase goods from our site, our Terms and Conditions of supply will apply to these sales.

We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.

Ability to Accept Terms. The site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years, please do not visit or use the Site.

Site Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and any applicable law.

You shall not:

• (i) copy, distribute or modify any part of the Site without our prior written authorization;

• (ii) use, modify, create derivative works of, transfer (by sale, resale licence, sublicence, download or otherwise), reproduce, distribute, display or disclose Materials (as defined below), except as expressly authorized herein;

• (iii) disrupt servers or networks connected to the Site;

• (iv) use or launch any automated system (including without limitation, “robots” etc) to access the Site; and/or

• (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying any Materials or that enforce limitations on use of the Site.

Intellectual Property Rights.

• Materials and Marks. The (i) content on the site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”), and (ii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Neuropix and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Neuropix”, the Neuropix logo, and other marks are Marks of Neuropix or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Materials.

• Use of Materials. Materials on the Site are provided to you for your information and personal use only, and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Materials, you must retain all copyright and other proprietary notices contained herein.

• Spam. You agree not to, and will not, use the communication systems provided by the Site to send unauthorized commercial communications, and you shall be solely responsible and liable for any such unauthorized communications.

Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Materials available on the Site are accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Materials, or any part thereof, in our sole judgement, without the requirement of giving any notice prior to or after making such changes to the Materials. Your use of the Materials, or any part thereof, is made solely at your own risk and responsibility. The content on our site is provided for general information only. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

The Site may contain links and may enable you to post content, to third party websites that are not owned or controlled by Neuropix. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third part websites. You:

• (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release Neuropix from any and all liability arising from your own use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit. Neuropix permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Materials as it appears on the Site; (iii) you shall not misrepresent your relationship with Neuropix or present any false information about Neuropix and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website (“Third Party Website”) which prohibits linking to third parties; (v) such Third party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy and/or data protection rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. You are responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at https://neuro-pix.com/privacy-policy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

Warranty Disclaimers

• This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent, certain exclusions set forth herein may not apply.

• The Site is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. Neuropix hereby disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, title, fitness for practical purpose, non-infringement, and those arising by statute or from a course of dealing or usage of trade. Neuropix does not guarantee that the site will be free of bugs, security breaches, or virus attacks. The site may occasionally be unavailable for routine maintenance, upgrading, or other reasons. You agree that Neuropix will not be held responsible for any consequences to you or any third party that may result from technical problems of the internet, slow connections, traffic congestion or overload of our or other services. We do not warrant, endorse or guarantee any materials, product or service that is featured or advertised on the site by a third party.

• Your reliance on, or use of, or interaction with any site user or owner, is at your sole risk. If you have a dispute with any site user or owner in connection with the site, you agree that Neuropix is not liable for any claims or damages arising out of or connected with such a dispute.

• Except as expressly stated in our privacy policy, Neuropix does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information you may provide or activities you engage in during the course of your use of the site.

Limitation of Liability

• To the fullest extent permissible by law, Neuropix shall not be liable for any direct, indirect, exemplary, special, consequential, or incidental damages of any kind, or for any loss of data, revenue, profits or reputation, arising under these terms or out of your use of, or inability to use, the site, even if Neuropix has been advised of the possibility of such damages or losses. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you.

You agree to defend indemnify and hold harmless Neuropix and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to legal fees) arising from: (i) your use of, or inability to use, the Site; (ii) your interaction with any Site user; or (iii) your violation of these Terms.

Term and Termination. These Terms are effective until terminated by Neuropix or you. Neuropix, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for breach of these Terms). Neuropix shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modification thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This section 13, sections 15, section 8, section 6 (Intellectual Property Rights), section 10 (warranty disclaimers), section 11 (Limitation of Liability), section 12, section 14 (independent contractors) to section 17, shall survive termination of these Terms.

You and Neuropix are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and Neuropix. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Neuropix.

These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by Neuropix without restriction or notification to you. Any prohibited assignment shall be null and void.

Governing Law. Neuropix reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between you and Neuropix shall be governed by and construed in accordance with the laws of Hong Kong S.A.R., without regard to its principles of conflict laws, and only the court of Hong Kong shall have jurisdiction in any conflict or dispute arising out of these Terms.

These Terms shall constitute the entire agreement between you and Neuropix concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waives of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. You agree that any cause of action that you may have arising out of or related to the site must commence within 1 year after the cause of action accrues. Otherwise, such cause of action is permanently barred.