document: {"document":{"title":"Muse_Terms_of_Sale_Terms_of_Service_and_Limited_Warranty","text":"Terms of Sale – Hardware\nTERMS OF SALE – GENERAL SALES AND PROFESSIONALS PROGRAM\nThis is a legal agreement between you (meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and Interaxon Inc. and/or its affiliates (“Interaxon”).\nBy placing an order or acquiring devices or other hardware (“Product“) from Interaxon’s websites, or as part of Interaxon’s Professionals Program (collectively and individually, the “Site“), you agree to these terms and conditions set out below, Interaxon’s Privacy Policy and any Site terms of use (collectively “Terms“).\nThe Terms may be updated by Interaxon from time to time, and it is your responsibility to review the Terms each time you make a purchase from the Site.\nBY CLICKING ON THE BUTTON TO SUBMIT AN ORDER, OR BY OTHERWISE CONTINUING WITH A PURCHASE/LICENSE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS.\nIF YOU DO NOT UNDERSTAND OR AGREE WITH THE TERMS, YOU MUST NOT CLICK THE BUTTON TO SUBMIT AN ORDER OR OTHERWISE PROCEED WITH THE PURCHASE/LICENSE.\n        MUSE SOFTWARE IS FOR INFORMATION PURPOSES ONLY / LANGUAGE\nTHE SOFTWARE AND SERVICES ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE USED FOR ANY OTHER PURPOSE, INCLUDING MEDICAL OR DIAGNOSTIC-RELATED PURPOSES.\nTHE SOFTWARE, USER INFORMATION, USER INTERFACE, SUPPORT, COMMUNICATION AND AGREEMENT, ARE ONLY BE PROVIDED IN CERTAIN LANGUAGES.\nDO NOT USE THE MUSE OR OTHER INTERAXON PRODUCTS, UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND ONE OF THE AVAILABLE LANGUAGES.\nFURTHER, DO NOT INSTALL, DOWNLOAD OR USE THIS SOFTWARE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS AGREEMENT.\nTO ENSURE THAT YOU UNDERSTAND THE ABOVE TWO PARAGRAPHS, TRANSLATIONS OF THESE PARAGRAPHS ARE SET OUT AT THE END OF THIS DOCUMENT (UNDER THE HEADING ‘TRANSLATIONS’).\n     ORDERING\n        Application.\nThese Terms will apply to all orders placed by you, or as otherwise referenced in a written agreement between you and Interaxon.\nYou acknowledge that the information contained on the Site may contain technical inaccuracies or typographical errors.\nThe Site, all content available on or through the Site, and all related communications are provided on an “AS IS” basis.\nInteraxon makes no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information contained on or through the Site.\n        Requirements.\nTo place an order, you must:\n            provide up-to-date, complete and accurate registration information as requested by Interaxon on the Site, which may include, without limitation, your first and last name, institution name, mailing address, phone number and email address;\n            provide up-to-date, complete and accurate payment information (for example, credit card information for a credit card that is valid and legally registered to you);\n            be at all times in compliance with these Terms and applicable law including, without limitation, the requirement to be of the age of majority in your jurisdiction; and\n            in relation to purchases under Interaxon’s Professionals Program, (A) be a member of Interaxon’s Professionals Program at the time you place an order and thereafter for at least as long as you possess or control inventory of Products; and (B) comply at all times with the requirements of such program as they may be amended from time to time.\n        Accuracy.\nYou specifically agree that Interaxon may rely on the accuracy of the information you provide to Interaxon (including, without limitation, any information you have provided as part of your application for the Professional’s Program, if applicable), and that Interaxon will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Interaxon.\n        General Sales are End User Sales Only.\nAll Products available through the Site for general sale are intended for end user customers only.\nYou may not purchase Products for resale, and Interaxon reserves the right to refuse or cancel your order or to deny you any return rights, if we suspect you are not complying with these terms and conditions.\n        Interaxon Professionals Program Sales.\nAll Products purchased under Interaxon’s Professionals Program are intended only for your personal use or your direct sale to your end user customers as described in your application for the Professionals Program (“Authorized Purchaser”).\nYou may not purchase Products for resale to anyone other than Authorized Purchasers.\nYou may not sell any Products online or indirectly to anyone other than your Authorized Purchasers.\nAll Product purchases are subject to Interaxon’s end user license agreement at http://www.choosemuse.com/legal.\n        We reserve the right to refuse or cancel your order, or to deny you any return rights, if we suspect you are not complying with these terms and conditions.\nYou will ensure that you and any anyone representing you: (i) does not participate in any threatening, deceptive, tortious, offensive, misleading, obscene, illegal, or unethical practices that may be detrimental to Interaxon or to any Interaxon products and/or services; (ii) only make representations about Interaxon and Interaxon products and/or services that are fair and accurate; (iii) does not make any representations, warranties, or guarantees to end users concerning any Interaxon products and/or services without Interaxon’s prior express written authorization; (iv) comply at all times with all applicable federal, national, state, provincial and local laws and regulations including, without limitation, those relating to tax, foreign exchange, anti-corruption, transfer of money, marketing, consumer protection, data protection, anti-mafia, organized crime, anti-terrorism or maintenance of public order; (v) does not sell refurbished or used Interaxon products, or any parts or materials associated therewith, in whole or in part; (vi) does not engage in business practices, promotions or advertising which may be injurious to the reputation or business goodwill of Interaxon and/or its affiliates; (vii) upon receiving notice of removal of a product, forthwith stop marketing and distribution of Interaxon products specified in such notice; (viii) does not modify any Interaxon products or replace any software on any Interaxon product or modify any point of sale packaging; and (ix) does not use any Interaxon marks (including, without limitation, as part of any press releases, products, services, domain name, company name, marketing, and/or promotional materials) without Interaxon’s prior express written authorization and in compliance with the Interaxon Branding Guidelines (which you must obtain from Interaxon).\n    DELIVERY AND SHIPPING\n        Acceptance Required.\nAll orders are subject to acceptance by Interaxon, and any rejection of an order will be made in Interaxon’s sole discretion, regardless of whether the order was confirmed through the Site or otherwise.\nIf you have been charged for an order that is subsequently rejected by Interaxon, Interaxon will refund the amount of that order.\n        Delivery Requirements.\nInteraxon will make commercially reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement.\nInteraxon will therefore not be liable in any way for any delay or damage arising from Interaxon’s failure to meet your delivery requirements or any specified delivery dates.\n        Shipping Terms.\nAll shipments will be made FCA Interaxon’s facilities (Incoterms 2010).\nRisk of loss for Products will pass to you in accordance with the FCA (Incoterms 2010) shipping.\nYou are responsible for insuring the shipment and for pursuing the carrier for any loss occurring in transit.\n        Importer of Record.\nAs you are the importer of record in the destination country, you are responsible for: (a) paying for all import fees such as import duties and customs taxes, and (b) ensuring that Products can be lawfully imported, and comply with all laws and regulations of the destination country.\nWith respect to each item for which import fees have been calculated, you authorize Interaxon to designate a carrier (“Designated Carrier“) to act as your agent with the relevant customs and tax authorities in the destination country, to clear your merchandise, and, if applicable, process and remit your actual import fees for such item.\nYour order may include an estimate (“Import Fees Estimate“) of some or all of the import fees that will be levied on the items in your order for shipment.\nBy placing your order, you agree to allow Interaxon to collect the Import Fees Estimate for the applicable items in your order.\nThis amount will be used, on your behalf, to reimburse the Designated Carriers for the import fees that they have paid on your behalf to the appropriate authorities of the destination country.\nThe Import Fees Estimate may or may not include customs duties.\nIf they do not include customs duties, you will be responsible for making arrangements with the customs authorities for payment of duties.\nThe Import Fees Estimate may be more or less than the final actual amount of import fees due and payable.\nInteraxon has no control over the import fees and cannot always predict with 100% accuracy what the final actual amounts may be.\nFor greater certainty, you should contact your local customs office for further information on the import taxes and customs duties that may be applicable to your purchase.\nYou agree and acknowledge that: (a) the actual import fees may be more or less than the Import Fees Estimate; and (b) you will NOT receive any refund in the case that the actual import fees differ from the Import Fees Estimate.\n        Check Order.\nYou are responsible for examining all shipments promptly upon receipt.\nIf you discover any shortages or incorrect products in the shipment, you must notify Interaxon immediately.\nPlease check the order carefully, as no claim for shortages or deficiencies will be accepted by Interaxon after five (5) days from delivery of the products.\n    PRICING AND PAYMENT\n        Currency.\nIf the currency for your purchase is not expressly stated, then the prices are in US dollars.\n        Prices.\nInteraxon reserves the right to change its standard prices without notice.\nPrices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Interaxon with an appropriate tax exemption certificate or number, and (b) all fees and charges related to customs, duties and brokerage.\nInteraxon may charge sales tax for sales of Products through the Site.\nAny sales tax charged will be indicated during the checkout process.\n        Rejected Payments.\nWhere your payment is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing.\nInterest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your payment was rejected.\nInteraxon may, in its sole discretion, delay shipment of, or cancel, your order where your payment is rejected.\n    TITLE, INTELLECTUAL PROPERTY, USE RESTRICTIONS AND LICENSE GRANTS\n        Title to Products.\nTitle to any Products and any other products bought by you will pass to you upon your full payment for such Product in accordance with Section 4 (Pricing and Payment).\n        Title to Software.\nNotwithstanding the foregoing, title to software will not pass to you, and you are hereby put on notice that your use of any Interaxon software supplied to you is governed by and subject to the EULA as provided to you with the software or otherwise located at http://www.choosemuse.com/legal.\nThe EULA may be included as a file with the software that you download for use with hardware acquired under this Agreement.\nUse of any third party software will be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.\n        Intellectual Property Rights.\nYou do not acquire any intellectual property or other proprietary rights under these Terms including, without limitation, any right, title or interest in and to patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to any Interaxon products, software and/or services, or any part thereof.\nYour only rights in relation to Interaxon products, software and/or services, or any part thereof, will be those rights expressly licensed or granted to you under these Terms or in another separate written agreement between you and Interaxon.\nAny rights not expressly granted under these Terms are reserved.\n        Restrictions/Representations.\nExcept to the extent expressly agreed upon in writing by you and Interaxon, you will not (and will not allow any third party to): (a) use Product for any purpose other than as authorized under these Terms, or use any associated software for any purpose other than as authorized under the applicable end user license agreement for the particular software; (b) remove or alter any copyright notice or any other notices that appear on Product or the associated software, or modify or create derivative works thereof; (c) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of Product or any associated software; (d) provide, lease, lend, sublicense, use for timesharing or otherwise use or allow the use of Product or the associated software for the benefit of any third party (other than Authorized Purchasers in relation to purchases/licenses under Interaxon’s Professionals Program only); or (e) use any Product or any associated software in violation of any laws or regulations, or use, transfer, transmission, export, or re-export of Product or any associated software or portion thereof in violation of any export control laws or regulations.\n        User Generated Content.\nFor the purposes of these Terms, “User Generated Content” means any text, feedback, ideas, suggestions, documents, proposals, photographs or other data and information you, Authorized Purchasers (in relation to purchases/licenses under Interaxon’s Professionals Program only), or anyone acting on your behalf submits through the online and mobile services made available by Interaxon from time-to-time including, but not limited to, certain websites including the any Site, widgets, computer programs and mobile applications hosted by or on behalf of Interaxon (collectively, the “Interaxon Services”).\nYou represent that your User Generated Content will not: (a) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (b) violate any law, statute, ordinance or regulation; (c) be obscene or contain child pornography; and (d) be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.\nYou agree to indemnify, hold harmless and defend Interaxon and Interaxon’s affiliates, service providers and licensors from and against any claims or suits including, without limitation, attorney fees and expenses, which arise or result from any breach of this Section by you or by another who has access to or use of Product, Interaxon Services, or User-Generated Content through you or products purchased through you.\n        Third Party Equipment, Software and Services.\nYou are responsible for the selection, implementation, and performance of any and all third party equipment, software and services used in connection with Products, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of Products and any equipment, services or software used in conjunction with Product.\n        Compatibility.\nBefore ordering Products, you should check http://choosemuse.com/compatibility (or other Interaxon Services) to determine if the Product is designed to work with your smartphone or tablet or other third party equipment.\nInteraxon assumes no responsibility with regard to the performance or use of your smartphone/tablet/other third party equipment with the Products.\n        Permitted Age.\nInteraxon Services, software and products should only be used by individuals aged 16 years or older (“Permitted Age”).\nIf the user is of the Permitted Age or older but under the age of majority in the jurisdiction in which the user is domiciled, the user should review these Terms and the applicable end user license agreements for any software with the user’s parent or guardian to make sure that the parent or guardian understands these Terms and the applicable end user license agreements.\n        Informational Purposes Only.\nContent generated or found through Interaxon Services or products is for informational purposes only and is not intended to replace the relationship between you and your physician or other health-care provider.\nInteraxon is not a licensed medical or health-care provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind.\n        Reseller of Third Party Products.\nIf Interaxon is reselling any Third Party Products to you pursuant to these Terms, Interaxon will pass through to you any transferable warranties and indemnities provided to Interaxon by the provider of the Third Party Products including, without limitation, any warranties for the products and indemnities for intellectual property infringement.\nTo the extent permitted by law, in connection with Third Party Products, notwithstanding anything to the contrary, Interaxon provides no indemnities and makes no other warranty, express or implied including, without limitation, warranty of merchantability, fitness for purpose or non-infringement.\nFor the purposes of these Terms, “Third Party Product(s)” means any software, application, technology, standard or specification, product or service developed by or on behalf of a third party including, without limitation, the Muse Hard Carrying Case and Smith eyewear.\nFor Smith Eyewear please refer to www.smithoptics.com for warranty and support.\n    CHANGES\n        Design.\nInteraxon reserves the right to make changes in the design of Product and/or other Interaxon Services and/or any associated software without the obligation to make equivalent changes to products that have previously been supplied to you.\n        Orders.\nExcept as expressly set forth in these Terms, you will not be entitled to change or cancel any order that has previously been accepted by Interaxon without the prior written agreement of Interaxon.\nYou shall not be entitled to any refund, except to the extent expressly stated in this Agreement.\n    LIMITED WARRANTIES, EXCLUSIONS AND SUPPORT BY INTERAXON\n        Statutory Protections.\nTHE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS AND/OR THE LIMITATION OR EXCLUSION OF LIABILITY EITHER IN CONTRACTS OR IF YOU ARE A CONSUMER, AND AS SUCH, SOME OR ALL OF THESE EXCLUSIONS MAY NOT APPLY TO YOU, IN WHICH CASE THESE TERMS DO NOT AFFECT YOUR STATUTORY RIGHTS.\n        Limited Warranty.\nInteraxon and/or its affiliates have provided you with a limited warranty (which can be found at http://www.choosemuse.com/legal) relating to defects in materials or workmanship for the Muse headband.\nThis limited warranty sets out certain situations when Interaxon and/or its affiliates will, or will not, provide a remedy for the Muse headband.\nYou may have legal (statutory) rights that are in addition to those set out in the limited warranty (such as consumer laws in the country in which you live) (“Consumer Rights”).\nNone of your Consumer Rights are limited or excluded.\nYou must follow Interaxon’s return process described in the limited warranty in order to make a claim under the limited warranty.\n        EXCEPT TO THE EXTENT EXPRESSLY SET OUT IN THE LIMITED WARRANTY, MUSE HEADBANDs AND ANY OTHER PRODUCTS/SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS ARE PROVIDED “AS IS AND WITH ALL FAULTS” AND INTERAXON DISCLAIMS ALL GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO MUSE AND ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS INCLUDING, BUT NOT LIMITED TO: (A) THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF THIRD PARTY RIGHTS; (B) PROVISION, DELAY OF OR FAILURE TO PROVIDE SUPPORT OR SERVICES, INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE MUSE HEADBANDS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS OR OTHERWISE ARISING OUT OF THE USE OF THE MUSE HEADBAND AND/OR ANY OTHER PRODUCTS OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; (C) THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; AND/OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.\n        Liability Limitation.\nTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM INTERAXON’S GROSS NEGLIGENCE, INTERAXON AND INTERAXON’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OF PRODUCTS OR SERVICES OR FUNCTIONALITY, BUSINESS INTERRUPTION, LOSS, INACCURACY, INTERRUPTION OR CORRUPTION OF INFORMATION (INCLUDING DATA OR OTHER PECUNIARY LOSS)) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS INCLUDING, WITHOUT LIMITATION, ARISING FROM OR RELATED TO: (a) USE OF MUSE HEADBANDS AND/OR ANY OTHER PRODUCT AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; OR (b) THE INABILITY TO USE OR THE NON-PERFORMANCE OF MUSE HEADBANDS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS, IN ALL CASES WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF INTERAXON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\nFURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INTERAXON AND INTERAXON’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS EXCEED THE NET PURCHASE PRICE PAID BY YOU TO INTERAXON FOR AFFECTED PRODUCTS AND SERVICES ACQUIRED BY YOU UNDER THESE TERMS IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.\n        Basis of the Bargain; Exclusions.\nThe disclaimers of warranties and limitations of liability set forth above are fundamental elements of the basis of the agreement between you and Interaxon.\nYou understand and agree that Interaxon would not be able to economically or reasonably provide the products and services to you without these limitations.\n        Support.\nInteraxon will not be obligated to provide any support or maintenance services for Muse headbands and any other products and services unless otherwise expressly agreed upon in writing by you and Interaxon.\nHowever, this provision does not relieve Interaxon of its warranty obligations described in Section 7.b. (\nLimited Warranty).\n    CANCELLATION AND TERMINATION\n        Termination Rights.\nInteraxon may terminate these Terms upon notice to you, and may also stop any products in transit to you and suspend the delivery of products and/or services to you, without penalty, if you: (a) fail to make any payment due under these Terms; or (b) commit a breach of these Terms (other than payment) and fail to remedy such breach within thirty (30) days of receiving notice of such breach.\n        Effect of Termination.\nUpon termination of these Terms for your breach: (a) all of Interaxon’s performance obligations hereunder will immediately cease, (b) your license to use any software provided to you hereunder will immediately cease, and you will either return all such software to Interaxon or confirm, upon request from Interaxon, that such software has been destroyed and (c) any payments then due to Interaxon become immediately payable in full.\n    ACCOUNTS AND USER CONDUCT\n        If Interaxon determines that any user is not using Interaxon Services responsibly, Interaxon has the right (but not the obligation) to remove, edit block or delete such user’s transmissions, User Generated Content, or use of the Interaxon Services.\nIf Interaxon, in its sole discretion, believes that the user has engaged in or facilitated practices that: (i) are in breach of these Terms, (ii) are offensive, illegal or violate the rights of others or Interaxon, (iii) violate any terms of use or guidelines established by Interaxon, or (iv) could result in liability for Interaxon, then Interaxon has the right (but not the obligation), without notice, to terminate the user’s access to and/or use of all or a portion of the Interaxon Services, or delete information posted or stored to the Interaxon Services.\nIn addition, Interaxon reserves the right to limit the number of accounts that may be created from Products and the number of Products associated with an account.\nIf Interaxon suspects that any registration data provided is inaccurate or incomplete, Interaxon may suspend or terminate the account without notice.\n    GENERAL\n        Third-party Service Provider.\nIn certain regions or for certain products, a third-party service provider may fulfill orders made on Interaxon’s online store.\nIn such regions, the terms and conditions contained in these Terms will still apply.\n        Product Information.\nPlease refer to product safety and regulatory information and trademark attribution statements located at http://www.choosemuse.com/legal.\n        Privacy Policy.\nYou acknowledge and agree that you have read Interaxon’s Privacy Policy located at http://www.choosemuse.com/legal (or otherwise made available through Interaxon Services) and consent to the handling and processing of your data as described in the Interaxon Privacy Policy.\n        Interpretation.\nIf any provision, clause or term of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of that provision, clause or term will not affect the validity or enforceability of the remaining provisions, clauses and terms or the validity or enforceability of that provision, clause or term in any other jurisdiction.\nIf any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provisions shall be severed from the Terms for the purposes of that jurisdiction and the other provisions shall remain in full force and effect.\nNo waiver by either party of a breach or omission by the other party under these Terms will be binding on the waiving party unless it is expressly made in writing and signed by the waiving party.\n        Governing Law.\nUnless stated otherwise below, these Terms, and all Product requirements, will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Ontario in Toronto, Ontario.\n            If you are domiciled in a country located in Europe, Middle-East or Africa, these Terms will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.\n            If you are domiciled in a country located in Asia-Pacific, these Terms will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.\n            If you are domiciled in the United States of America, these Terms will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.\nThe United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.\n        Survival.\nThe provisions of these Terms that under a commercially reasonable interpretation reveal that the parties likely would have such provisions survive termination or expiration of these Terms including, without limitation, Sections 5, 6, 7, 8, 9 and 10 will survive the termination or expiration of this Terms.\n        Contact.\nIf you have any questions or inquiries regarding these Terms or any order or purchase, please contact Interaxon through http://www.choosemuse.com/contactsupport or 555 Richmond Street West, Suite 900, Toronto, Ontario, Canada M5V 3B1.\nPlease note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive or personal information in your e-mail correspondence with Interaxon.\n        Language.\nIf these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.\n        Electronic Communications.\nFor contractual purposes, you consent to receive communications electronically from Interaxon and you agree that all agreements, notices, disclosures and other communications that Interaxon provides to you electronically satisfy any legal requirement that such communications be in writing.\nThis condition does not affect your statutory rights related to electronic communications.\n        Entire Agreement.\nThese Terms constitute the entire agreement between the parties and supersedes all previous agreements relating to the subject matter hereof.\nThese Terms may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties.\nThese Terms were last updated on September 25, 2019.\nLimited Warranty For The Muse Headband\nDead on Arrival Products.\n If you are the original purchaser of a Muse headband from Interaxon or an authorised Interaxon retailer and the Muse headband is Dead on Arrival (namely, when you first attempted to use the product after opening the box, it demonstrated hardware failure, preventing even basic operability), the Muse headband may be returned by you to us within thirty (30) days of your original purchase.\nIf we verify that you were the original purchaser of the product and the product was Dead on Arrival, we will offer you the following options at our expense:\n(a) ship you a replacement product; or\n(b) service the product, in which case you will not have the right of replacement.\nTo be eligible to return any Dead on Arrival product to us, you must follow the warranty claim process set out below.\nManufacturer Defects.\nYour Muse headband is warranted by Interaxon Inc. and/or its affiliates (“Interaxon”) to be free of defects in materials or workmanship, under normal use, for a period of one (1) year from the date of your original purchase of the new Muse headband  except to the extent a longer period is required by applicable law (the “Warranty Period”).\nThis limited warranty excludes damage resulting from: (i) improper care or handling (including, without limitation, user abuse or proximity to moisture or heat), (ii) accidents, (iii) modification, (iv) unauthorized repairs, (v) use of the Muse headband with accessories, products, services or software applications not expressly approved or provided by Interaxon, (vi) use of the Muse headband in a manner contrary to, or not in accordance with, the documentation, guidelines or instructions provided by Interaxon or (vi) other causes which are not defects in materials or workmanship of the Muse headband.\nThis warranty does not cover: (a) used or refurbished products; (b) products provided as a “sample”, “AS IS” or “complimentary”; (c) any third party products Interaxon sells; or (d) any accessories for the Muse headband.\nThe warranty only extends to new Muse headbands purchased by you from Interaxon or an authorised Interaxon retailer.\nIf there is a covered defect with the Muse headband, Interaxon will, at its discretion, repair (with new or refurbished parts) or replace (with new or refurbished product) your Muse headband free of charge, or will issue you with a refund.\nThe Warranty Period for the repaired or replaced Muse headband will expire upon the expiration of the original Warranty Period (except to the extent Interaxon is expressly required by law to provide you a longer Warranty Period for the repaired or replaced Muse headband).\nThis warranty is a hardware only warranty that is limited to the Muse headband and does not cover any software made available, shipped, pre-loaded, or distributed by Interaxon or any third party, even if the software is packaged or sold with the product, or available for the product at a later time.\n Software license agreements apply to your use of software associated with the Muse headband.\nThe software license for Interaxon proprietary software to be used with the Muse headband is described in the applicable Interaxon end user license agreement.\nTo be eligible to return any defective Muse headband to us, you must follow the warranty claim process set out below.\nWarranty Claim Process.\n To be eligible to return any Muse headband to us, you must have a Dead on Arrival product or a Muse headband with a manufacturer’s defect and you must:\n(1) prior to shipping the Muse headband to us, contact us through http://www.choosemuse.com/contactsupport and obtain a Return Material Authorisation (RMA) number, shipping address and other instructions.\n   The RMA number must be included with your Muse headband return\n(2) provide us valid proof of your original purchase\n(3) package the Muse headband in the original, unmarked packaging together with all accessories, manuals, and documentation (unless otherwise requested by Interaxon)\n(4) include a description of the reason for the Muse headband return.\nIf we determine that there was no valid reason for returning the Muse headband to us (i.e. it was not Dead on Arrival or did not have a manufacturer’s defect), we may, at our discretion, refuse to accept the Muse headband or return the Muse headband to you and charge you a USD$200 handling fee.\nLimitation of Liability.\nThe Muse headband is provided “AS IS AND WITH ALL FAULTS”, and Interaxon hereby disclaims all other warranties, conditions and the provision of or failure to provide support or other services, information, software, and related content through the Muse headband or otherwise arising out of the use of the Muse headband.\nThis limited warranty is in place of all other express and implied warranties, conditions, representations, or guarantees of any kind (including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose) which are all hereby excluded and shall have no effect.\nIn no event shall Interaxon or anyone acting on behalf of or with Interaxon (including, without limitation, in relation to the manufacture, supply, distribution, sale, repair or return of the product) be liable for any direct, indirect, incidental, special or consequential loss or damages whatsoever (including, without limitation, damages for loss of profits, loss of use of the products or functionality, business interruption, loss or corruption of information (including data), or other pecuniary loss) arising out of the use or inability to use the Muse headband even if Interaxon or anyone acting on behalf of Interaxon has been advised of the possibility of such damages.\nThis limitation is intended to apply and does apply without regard to whether such damages are claimed, asserted or brought in an action or claim in tort, contract, on the warranty, or under any other legal theory.\nThe liability of Interaxon (and any one acting on behalf of or with Interaxon) to you for loss or damage arising under this warranty shall not exceed in aggregate the net purchase price you paid for the product or the cost of replacing the Muse headband, whichever is greater.\nThe foregoing shall not in any way restrict any liability in relation to death or bodily injury or statutory liability for intentional and gross negligent acts or omissions.\n No other person or company is authorized to change this warranty.\nSome states and countries do not allow limitation on how long an implied warranty lasts, or exclusion of all or certain types of damages, so the above limitations may not apply to you.\nThis warranty gives you specific legal rights, and you may also have other additional statutory rights, which vary from state to state or within a particular country.\nThe foregoing is without prejudice to other legal rights that may arise under applicable mandatory legislation.\nThis warranty extends only to new Muse headband purchased by you from Interaxon or an authorized Interaxon retailer.\nYour Rights Under Australian Consumer Laws.\n If you are a consumer you may have statutory rights under the Australian Consumer Law that are in addition to those set out in this limited warranty (“Consumer Rights“).\nThis limited warranty sets out certain situations when Interaxon will, or will not, provide a remedy for a Muse headband.\nThis limited warranty does not limit or exclude any of your Consumer Rights relating to the Muse headband.\nUnder your Consumer Rights, you are entitled to: (a) a replacement or refund for Muse headband with a major failure, and compensation for any other reasonably foreseeable loss or damage; and (b) have the Muse headband repaired or replaced if the Muse headband fails to be of acceptable quality and the failure does not amount to a major failure; and (c) such remedies are in addition to your rights under this limited warranty.\nIf you are a consumer under the Australian Consumer Law, you may return a defective Muse headband to: (a) the authorized Interaxon retailer from whom you purchased the Muse headband; or (b) Interaxon directly by contacting Interaxon pursuant to the warranty claims process set out above, or by phoning +1 416 598 8989.\nGoverning Law.\nUnless stated otherwise below, this limited warranty will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Ontario in Toronto, Ontario.\ni. If you are domiciled in a country located in Europe, Middle-East or Africa, this limited warranty will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.\nii.\nIf you are domiciled in a country located in Asia-Pacific, this limited warranty will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.\niii.\nIf you are domiciled in the United States of America, this limited warranty will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.\nThe United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.\nPrivacy and Consent.\nInformation received by Interaxon will be used, processed, transmitted, and disclosed in accordance with Interaxon Privacy Policy (available at http://www.choosemuse.com/legal) in order to perform the warranty services described in this limited warranty.\n This may include obtaining your information and the product from service providers, retailers, resellers and distributors involved in the chain of custody of the product upon which warranty services are performed, and transferring your information and the product to Interaxon service providers.\nYou agree that Interaxon and its affiliates, agents and providers may collect and use information gathered in any manner as part of services related to the product.\nLanguage.\n If this Warranty is translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.\nMiscellaneous.\n If there is any conflict between this limited warranty and any other warranty provided to you including, without limitation, in the packaging of the product, the provisions of this warranty shall be applied by Interaxon to the extent of such conflict.\nIf any term, provision or sub-section of this warranty is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of such term, provision or subsection and this warranty will not be affected.\nTerms of Service\nMUSE SUBSCRIPTION SERVICE TERMS\nLast Updated – April 1, 2019\nPLEASE CAREFULLY REVIEW these Muse Subscription Service Terms (the “Terms”).\nThe Terms are a binding legal agreement between Interaxon Inc. and/or its Affiliates (“Interaxon”, “we” or “us”), an Ontario Canada corporation located at 555 Richmond St. W. Suite 900, Toronto, ON, M5V 3B1, and you or, if applicable, the company, institution or other legal entity you represent (collectively, “you”, “your”).\nYou and Interaxon are each a “Party” and collectively the “Parties”.\nIf you are a company, institution or other legal entity, you may permit Authorized Users to access and use the Muse Services in compliance with these Terms.\nMUSE SERVICES ARE ONLY PROVIDED IN ENGLISH ONLY.\nDO NOT REGISTER FOR, ACCESS OR USE ANY MUSE SERVICE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS LANGUAGE.\nACKNOWLEDGMENT OF TERMS OF SERVICE:\nBy accessing or using a Muse Service you agree to be bound by these Terms.\nBy registering for, accessing or using any Muse Service, or otherwise accepting these Terms, or ‘clicking’ accept (if applicable), you acknowledge that you have read, understood and agree to be bound by these Terms.\nIF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MUST NOT REGISTER FOR, ACCESS OR USE ANY MUSE SERVICES, OR ALLOW ANYONE ELSE TO DO SO.\nIf you register for or access or use a Muse Service on behalf of an organization (such as an organisation identified as part of the registration process or on an invoice or subscription order): (a) you are agreeing to the Terms for and on behalf of that organization and promising to us that you have the authority to bind that organization to the Terms; and (b) other than in this sentence, which applies to you individually, the references to “you”, “your” will mean that organization that you represent.\nNotwithstanding anything to the contrary, we reserve the right to update and revise the Terms at any time.\nWe will make sure that the “Last Updated” date at the top of this page is changed so you can tell when the Terms were last changed.\nIf we choose to notify you about the modification of the Terms, we may do so via our preferred form of notice which may include by email, on our website, or within a third party application store or the Muse Service.\nNotwithstanding whether we provide any notice of modifications to the Terms, by continuing to access and/or use any Muse Service after the Terms are modified, you are agreeing to the modifications to the Terms.\nIf you do not agree with a modification to the Terms, you must cease accessing and using the Muse Service.\nIn addition to these Terms, when using particular services or features of a Muse Service, you will be subject to any guidelines or policies applicable to such services or features that may be specified or notified to you from time to time including the Privacy Policy and Branding Guidelines.\nIf we make available any software relating to your access to or use of the Muse Service, such software is subject to the applicable End User License Agreement for that software.\nAll such agreements, guidelines and policies, as applicable, are hereby incorporated by reference into the Terms.\nIf you: (a) have any comments or questions regarding the Terms, (b) wish to report any violation of the Terms, (c) wish to terminate your Muse Service during the Trial Period (as defined below); or (d) encounter content or activity you find inappropriate or otherwise believe to be a violation of the Terms, please contact us at http://www.choosemuse.com/contactsupport.\n        DEFINITIONS\nThe use of “for example”, “includes” and “including” are not limiting and “all” includes “any” and “any” includes “all”.\nCapitalized terms used but not defined elsewhere in the Terms will have the following definitions:\n        “Affiliate” means any party directly or indirectly controlling, controlled by or under common control with Interaxon.\n        “Amendment” means an express written amendment to these Terms signed by Interaxon’s authorized signatory in which additional and/or different terms and conditions may apply to you.\n        “Authorized User(s)” mean the following users that you authorize to access or use the Muse Service on your behalf: (a) your employees, agents, or independent contractors; or (b) others such as clients, students, or subscribers where the Muse Service is provided to your end user customers together with your other services and not on a standalone basis; or (c) other users expressly authorized to use and access the Muse Service by Interaxon in an Amendment.\n        “Branding Elements” means all trademarks, service marks, trade names, domain names, slogans, logos, screenshots (including screenshots of the Sensor Device), sounds, and other indicia of origin that appear on or in connection with any aspect of the Muse Services including: “INTERAXON”, “MUSE”, “BRAIN SENSING”, “THE BRAIN SENSING HEADBAND”, “MEDITATION MADE EASY”, “MUSE MEDITATION”, “TECHNOLOGY ASSISTED MEDITATION”, “TAKE A BREATH”, “PERSONAL MEDITATION ASSISTANT”, “CHOOSEMUSE”, “MPOWERED BY MUSE”, “MUSE DIRECT”, “MUSE CONNECT”, “MEDITATION STUDIO”, “UNTANGLED”, and all related branding elements, the status indicator of the Sensor Device (or similar status indicator), use of “CALM”, “NEUTRAL”, and “ACTIVE” in relation to states of mind/brain signal calm points and/or recoveries.\n        “Branding Guidelines” means our branding guidelines and conditions for using our trademarks, trade names, service marks, and logos.\nWe may modify the Branding Guidelines at any time.\nThe Branding Guidelines may be made available to you through the Muse Service or our websites, or otherwise can be requested at http://www.choosemuse.com/contactsupport.\n        “Intellectual Property Rights” includes all intellectual property and proprietary rights of any nature or kind, whether protected, created, or arising under any applicable law, and all worldwide common law, statutory, and other rights in, arising out of, or associated therewith including trademarks, copyrights, patents, domain names, and trade secrets.\n        “Interaxon Materials” means: (a) all materials that were created by or on behalf of Interaxon including the layout and flow of the Muse Service; and (b) any other materials created under the scope of the Terms.\nInteraxon Materials includes: (i) all originally created or licensed audio or visual assets, computer software, code, routines, tools, application engines, algorithms, inventions and other technology contained in or used by us in the development of any Muse Service; (ii) the technical documentation, if any, of or concerning any Muse Service; (iii) any analytics data (other than User Content) generated from the use of any Muse Service; and (iv) any training or other materials made available pursuant to the Terms.\n        “Payment Processor” means one or more payment processors used by us from time to time to facilitate payments for the amounts specified in each form of invoice or subscription order.\n        “Payment Processor Services Agreement” means the Payment Processor’s service agreement in effect from time to time.\n        “Muse Service(s)” means Interaxon’s services, including additional subscription services through the Muse Sensor Device application, Muse Direct, Muse Connect, Meditation Studio guided meditations, and Untangle podcasts.\nThe Muse Services may be varied from time to time by Interaxon.\nSubject to the licenses granted to you pursuant to these Terms, the Muse Services include the documentation and materials and access to or use of Interaxon’s Websites and Branding Elements.\n        “Privacy Policy” means our privacy policy which applies to your use of our websites, hardware, software, and/or services and describes the kinds of personal information that is collected about you, how it is used, how it is protected, and under what circumstances it is shared with third parties.\nThe Privacy Policy also describes the decisions you can make about your personal information.\nIt can be viewed at http://www.choosemuse.com/legal.\nWe may modify the Privacy Policy at any time.\n        “Sensor Device” means any device or system of devices designed and/or developed by or on behalf of Interaxon, in whole or in part, which includes sensors that monitor users’ electrical activity of the brain, muscle activity, heart rate, heart rate variability, motion, respiration rate, eye movement and other signals.\nSensor Devices may include sensing devices such as headbands.\n        “Software” means our proprietary software including any updates and upgrades to such software.\n        “Third Party Application(s)” means any software, application, in-application purchases, technology, standard or specification, product, service or website developed by or on behalf of a third party for installation and/or use in conjunction with any Muse Services including products and services provided by members of Interaxon’s Alliance Program.\nFor clarity, Interaxon’s products and services specifically exclude Third Party Applications and Third Party Applications will not be treated, construed or interpreted as being supplied, authorized, endorsed or otherwise provided by or on behalf of Interaxon.\n        “User Content” means anything generated by you, anyone authorized by you, your clients or on your behalf through or as a result of the use of any Muse Service including written text, software, music, graphics, photographs, images, sounds, videos, messages, data, data feeds, metadata and personally identifiable information.\n        “Websites” means any domain or website provided by Interaxon used for the Muse Services.\n    RIGHT TO USE MUSE SERVICES\n        Evaluation Purposes (If Applicable).\nIf the applicable invoice, subscription or Interaxon product description specifies that you are entitled to a trial period, such trial period will be limited to seven (7) days unless the invoice, subscription, or Interaxon product description specifies another period during which you may evaluate the Muse Service (“Trial Period”) and, notwithstanding anything else, in connection with such evaluation: (a) no fees will be payable by you during the Trial Period for the Muse Service you are evaluating; (b) access to the Muse Service will be provided “AS IS” and without any warranty; (c) unless otherwise specified in the invoice, subscription or Interaxon product description, you may terminate and/or cancel the evaluation during the Trial Period; (d) we may in our sole discretion, reduce or increase the Trial Period; and (e) in accordance with these Terms, we grant to you a limited personal, non-transferable, non-sublicensable, revocable and non-exclusive license during the Trial Period to access and use the Muse Service only for your internal evaluation and non-commercial use.\n        License Grant.\nIn compliance with these Terms, and subject to your payment of all applicable fees (including applicable fees for all of your Authorized Users), we grant you a limited personal, non-transferable, non-sublicensable and non-exclusive right during the Term for you and your Authorized Users to access and use the applicable Muse Service(s).\n        Scope of Use.\nYou may access and use, or authorize your Authorized Users to access and use, the Muse Service only for your and your Authorized Users’ personal and internal business and research purposes.\nExcept to the extent that you are authorized by Interaxon in an Amendment (in which case additional and/or different terms and conditions may apply to you), you are not permitted to provide or resell the Muse Service to anyone on a standalone basis.\nYou agree to ensure that Authorized Users comply with these Terms and all applicable fees for the Muse Service are paid to Interaxon in relation to the use of the Muse Service by all Authorized Users.\nWe may, by Amendment, change the scope of your use of the Muse Services.\nIf you wish to develop any applications for use with Sensor Device(s), or any other devices that use our Intellectual Property Rights, you may not do so under these Terms, and you must contact us at http://www.choosemuse.com/contactsupport and enter into an appropriate agreement with us.\nYou agree to use the Muse Service only for purposes as permitted by these Terms and in compliance with any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.\nWe reserve the right to modify or impose any limitations on the use of the Muse Service at any time, with or without notice to you.\nNotwithstanding anything to the contrary, unless authorized by an Amendment, the Muse Service may not be accessed by a direct competitor of Interaxon.\n        End User License.\nOur Software is subject to the applicable End User Licence Agreement in effect from time-to-time as located at www.choosemuse.com/legal (or as may otherwise be made available to you through the Muse Service or the Software from time to time).\n        Informational Purposes Only.\nYou acknowledge that you are aware that: (a) content generated or found through the Muse Service and the Sensor Devices is for informational purposes only and is not intended to replace the relationship between a user and the researcher or the user’s physician or other healthcare other professional; (b) the Sensor Device is not a medical device and the information generated by the Sensor Device is not medical information; (c) the Sensor Device and associated applications are not designed to treat or diagnose any disease or medical condition; and (d) we are not a licensed medical or healthcare care provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind.\nAs at the Last Updated Date, our products and services are not Health Insurance Portability and Accountability Act (HIPAA) compliant.\n    OBLIGATIONS\n        Service Level Terms.\nSubject to the Terms, we will use commercially reasonable efforts to provide you access to the Muse Service.\nWe do not make any commitment that any Muse Service will be available at all times and you agree that you are not eligible for any refunds, credits or other compensation for any down time.\n        Updates.\nFrom time to time, we may (but are under no obligation to) provide upgrades, patches, enhancements or fixes for the Muse Services to our users generally without additional charge (“Updates”), and such Updates will become part of the Muse Service and subject to these Terms.\nWe may cease supporting old versions or releases of Muse Services at any time in our sole discretion.\n    USE OF THE SERVICE\n        Account.\nYou may be required to establish an account and have the ability to pay any fees through Payment Processors in order to use the Muse Service and/or take advantage of certain features.\nIf so, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Muse Service; and (b) as permitted, maintain and promptly update such information.\nIf you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate, outdated, or non-compliant with these Terms or the Privacy Policy, we have the right to suspend or terminate and/or cancel your account and/or prohibit any and all current or future use of the Muse Service by you.\nYou are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account.\nWe advise against sharing your password with anyone and if anyone else has access to your password, then you are responsible for any their actions.\nYou need to prevent unauthorized access to your account by selecting and protecting your password and/or other sign-in mechanism appropriately and limiting access to your computer, browser, or mobile device by signing off after you have finished accessing your account.\nYour account is meant to be private and you will not share accounts for any reason.\nYou agree to immediately notify us at http://www.choosemuse.com/contactsupport of any unauthorized use of your password or account or any other breach of security.\nYou agree to be responsible for all charges resulting from the use of your account via the Muse Service and will indemnify us for any losses we suffer due to your use or misuse of the Muse Service including charges resulting from any unauthorized use of your account.\nUnless otherwise agreed in an Amendment, user subscriptions cannot be shared or used by more than one individual user.\nNotwithstanding anything to the contrary, you acknowledge and agree that we may access, use, preserve and/or disclose your account information if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce the Terms including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect our rights, property or safety of the rights, property or safety of our users or the public as considered necessary by us or permitted by law.\n        Unlawful and Restricted Uses.\nYou agree to use the Muse Service only for lawful purposes and that you are responsible for your use of the Muse Service and your communications and User Content.\nYou may not and will not permit or facilitate any other person to:\n            except as expressly permitted under Section 2.1 (Evaluation Purposes (If Applicable)) or Section 2.2 (License Grant), reproduce, copy, duplicate, license, rent, lease, loan, pledge, trade, sublicense, sell, resell, transfer, assign, convey, distribute, export or otherwise commercially exploit or make available to any third party any Muse Service or otherwise grant or transfer rights to any Muse Service, or any rights granted herein, in any form or by any media (electronic, mechanical, photocopy, recording, or otherwise);\n            directly or indirectly: (a) reverse engineer, decompile, disassemble, debug, hook, spoof, pirate or otherwise attempt to discover or reconstruct the source code, object code or underlying structure, ideas, know-how, techniques or algorithms relevant to any Muse Service or Sensor Devices; (b) modify, adapt, alter, edit, correct, publish, enhance, translate or create derivative works based on any Muse Service (except to the extent expressly authorized in an Amendment or expressly authorized within the Service); or (c) alter, remove, cover or otherwise obscure any copyright notices, trademark notices, other proprietary notices or labels, or any other intellectual property rights attaching to, displayed on or within any Muse Service, or any associated software, documentation or other materials or on or within the Sensor Device;\n            access the Muse Service in order to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any Muse Service, or (c) copy any ideas, features, functions or graphics of any Muse Service;\n            interfere with or disrupt the integrity or performance of any Muse Service;\n            attempt to gain unauthorized access to any Muse Service or its related systems or networks;\n            use any Muse Service in any manner that interferes with its normal operation or with any other user’s use of the Muse Service or our other products and services;\n            probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;\n            send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;\n            send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material including material harmful to children or in violation of privacy rights;\n            send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;\n            interfere with or disrupt the integrity or performance of any Muse Service or the content or the data contained therein;\n            attempt to gain unauthorized access to any Muse Service or its related systems or networks;\n            access, tamper with, or use non-public areas of the Websites, our computer systems, or the technical delivery systems of its providers;\n            access or search or attempt to access or search the Websites by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in an Amendment;\n            forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use any Muse Service, to send altered, deceptive or false source-identifying information;\n            interfere with, or disrupt, the access of any user, host or network including sending a virus, overloading, flooding, spamming, mail-bombing any Muse Service, or otherwise creating an undue burden on any Muse Service; or\n            use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Websites.\n            We reserve the right to interrupt, terminate and/or cancel, or restrict access to any Muse Service without notice to you and without any liability if you fail to comply with any obligation under the Terms or any other agreement with us or if we suspect illegal, fraudulent, or abusive activity.\nYou agree to cooperate with us in any investigation and use reasonable measures prescribed by us from time to time to address any issues or concerns identified by us.\nIf we, in our sole discretion, believe that you have engaged in or facilitated practices that: (A) are in breach of the Terms, (B) are offensive, illegal or violate our rights or the rights of others, (C) violate any terms of use or guidelines or policies, or (D) could result in liability for us, then we have the right (but not the obligation), without notice, to terminate and/or cancel your access to and/or use any Muse Service, or delete information posted or stored to through the Muse Service, all without any recourse against us.\n        Access.\nCreating or maintaining any link from another application to any page at the Websites without the prior authorization of Interaxon is prohibited.\nRunning or displaying the Websites, or any information or material displayed via the Websites in frames or through similar means on another website or application without the prior authorization of Interaxon is prohibited.\nAny permitted links to the Websites must comply with all applicable laws, rule and regulations.\n        Local Law.\nInteraxon makes no representation that materials contained, described or offered via any Muse Service are accurate, appropriate or available for use in all jurisdictions, or that these Terms comply with the laws of any particular country.\nUsers of the Muse Service use the Muse Service on their own initiative and are responsible for compliance with all applicable laws.\nNotwithstanding anything to the contrary, you agree that you and your users will not access the Muse Service from any territory where it is illegal, and that you and your users, and not Interaxon, are responsible for compliance with applicable law.\n        Third-Party Applications.\nDuring use of the Muse Service, you may download, install, register for, access, use and/or acquire Third Party Applications as a matter of convenience.\nAny such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable the Third Party Application provider.\nYou agree that you will comply with any license agreements and restrictions applicable to such Third Party Applications.\nInteraxon and its licensors will have no liability, obligation or responsibility in relation to such activity.\nInteraxon does not endorse or control any Third Party Applications.\nYou will access and/or acquire such Third Party Applications at your own risk and in no event will Interaxon or its licensors be responsible for any content, products, or other materials on or available from third parties (even if they are acquired through Interaxon).\n    COMPENSATION\n        Compensation.\nYou will pay amounts specified in each invoice or subscription.\nYou must make payments in advance, unless the applicable invoice or subscription contains payment terms that are different.\nUnless otherwise specified in the invoice or subscription, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination and/or cancellation of your access to or use of the Muse Service.\nYou will be responsible for all taxes associated with the Muse Service other than taxes based on our net income.\nYour access to and/or use of the Muse Service may be terminated or cancelled without notice for any unpaid and due amount.\nWe reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Muse Service.\nUnless otherwise specified in the invoice or subscription, all amounts under the Terms are payable in U.S. dollars.\nAny amounts paid by you are non-refundable.\n        Compensation Collection.\nPayment processing services for the Muse Service are provided by a Payment Processor and you are subject to the applicable Payment Processor Services Agreement.\nBy agreeing to the Terms or continuing to use the Muse Service, you agree to be bound by the Payment Processor Services Agreement, as it may be modified by the Payment Processor from time to time.\n        Changes to Fees.\nWe will not increase the fee for the Initial Term (as hereinafter defined), however, subject to your agreement to pay additional amounts, incremental fees may be charged where new or additional functions are added or become available to you.\n        Reports, Records and Audit.\nYou must ensure that you, and anyone representing you, comply with Interaxon’s ordering and reporting requirements in effect from time-to-time, which may include providing Interaxon with written reports on the use of the Muse Services by you and your Authorized Users in the format, for the period and within the timelines as specified by Interaxon.\nTo permit Interaxon to confirm compliance with this Agreement and applicable laws, while this Agreement remains in effect and for a period of two (2) years thereafter, you must keep accurate records including records about: (a) the use of Muse Services by you and your Authorized Users; (b) any use of Interaxon’s trademarks and other intellectual property; and (c) compliance with the obligations of this Agreement.\nTo assure such compliance, Interaxon and/or its auditors may inspect, both while this Agreement remains in effect and for a period of two (2) years thereafter, such records from time-to-time.\nAny such audits shall be conducted during regular business hours and shall not interfere unreasonably with your normal activities.\nIf an audit reveals that you, or an Authorized User, has not complied with the obligations of this Agreement, you may be required to pay Interaxon’s reasonable costs of conducting the audit.\nThis section 5.4 does not apply to you if you are using the Muse Service for your personal use only.\n    INTELLECTUAL PROPERTY RIGHTS\n        Ownership.\nAs between you and us, we will at all times be and remain, the sole and exclusive owner of the Interaxon Materials and all Intellectual Property Rights pertaining thereto.\nNothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to any Muse Service, Interaxon Materials or any derivatives of such, other than the license rights specifically set forth herein.\nYour sole rights thereto will be only those rights granted by Interaxon under these Terms.\n        Marks and other Intellectual Property.\nAll Branding Elements are either our property or the property of our Affiliates or licensors.\nWe retain the right to rescind and terminate and/or cancel the limited license granted hereunder at any point, for any reason.\nAll rights not expressly granted herein by us to you are fully reserved by us, our Affiliates and licensors.\nSome product names, logos, brands, and other trademarks featured or referred to within a Muse Service may not be owned by Interaxon, and are the property of their respective trademark holders.\nThese trademark holders are not affiliated with, nor do they sponsor or endorse, Interaxon, the Muse Service and/or Interaxon’s products and services.\nFurther, you are granted no right or license in any of the aforesaid Branding Elements, and further agree that you will not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) contained within the Muse Services.\nEach time you wish to use any of our Branding Elements, you must ensure that you comply with the then-current version of the Branding Guidelines.\nAs between you and us, we will at all times be and remain, the sole and exclusive owner of the Branding Elements and all our Intellectual Property Rights.\nNothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to Branding Elements or any derivatives of such.\nYou will continually use your best efforts to protect Interaxon’s trademarks, trade names, patents, copyrights, and other proprietary rights, but will not initiate legal action against third parties for infringement thereof.\nYou will promptly notify Interaxon of any infringement or improper or unauthorized use of which you have actual knowledge.\n    CONFIDENTIALITY\n        Confidentiality.\nIn connection with the products and services provided to you under these Terms, you may, from time to time, be exposed to and may be furnished with certain information, material or data relating to Interaxon’s products and services that are either specifically identified as confidential prior to or at the time of disclosure or would reasonably be considered confidential in the industries in which Interaxon operates.\nDuring the term of the Terms and for a period of five (5) years thereafter, you will keep confidential and not reveal or disclose to any third party any such proprietary or confidential information, material or data of Interaxon.\nYou will be directly liable for the acts or omissions of your employees, agents, contractors and other authorized parties with respect to such confidentiality obligations.\nYou agree to protect the Confidential Information with the same standard of care and procedures which you use to protect your own trade secrets, proprietary information and other confidential information and, in any case, not less than a reasonable standard of care.\nThe provisions of this paragraph will not apply to information that is or becomes publicly available through no fault of your own or your representatives, or information that is required to be disclosed pursuant to a court order or any applicable laws, rules or regulations.\nInteraxon’s Confidential Information includes: (a) any test results relating to the Muse Services; (b) Interaxon software’s source code; (c) technical specifications related to the Muse Services; (d) any non-publicly available pricing and Interaxon Materials; and (e) except for User Content, all technology, know-how, algorithms, testing procedures, software, structure, interfaces, specifications, reports, analysis and other technical information learned, accessed or derived by you pursuant to these Terms or pursuant to your use of or access to the Muse Service and/or Sensor Devices.\n        Publicity; Credit.\nExcept where you are merely evaluating Interaxon’s software or products, Interaxon will have the ability to issue a press release in connection with the Terms and use your logo on the Interaxon website and other marketing materials.\n        Data Collection.\nIn carrying out its obligations and obtaining the benefits under the Terms, each Party will comply with applicable laws relating to their scope of responsibility, including applicable privacy laws.\nAny information that: (a) identifies you, Authorized Users or Sensor Device users whose information is shared by you or with your permission through the Muse Service (“Sensor User(s)”; (b) is considered personal information in accordance with applicable privacy and data protection laws; and (c) Interaxon or its service providers collect, use, and/or disclose is governed by Interaxon’s Privacy Policy.\nYour use of any Muse Service indicates your acceptance of the terms of the Privacy Policy.\nInteraxon will not use information that identifies you, Authorized Users, or Sensor Device users that is accessed or collected by us through the provision of the Muse Services for any purposes other than those expressly permitted by the Terms and/or the Privacy Policy.\n        User Content.\nAll User Content is the sole responsibility of the person who originated such content.\nYou acknowledge that all User Content you transmit (including any User Content you export from the Muse Service) or access using the Muse Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.\nYou remain solely responsible for all User Content that is transmitted (including any User Content you export from the Muse Service) in connection with the Muse Service, and you warrant that you possess all rights necessary to provide and share such User Content.\nInteraxon reserves the right to remove from any Muse Service any User Content that Interaxon, in its sole discretion, believes to be objectionable.\nYou understand that, by providing User Content in connection with the Muse Service, you hereby grant Interaxon a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use User Content in any media now existing or developed in the future only so far as required to deliver Interaxon services and products.\nYou waive any rights of publicity, moral or other similar such right with respect to User Content while used in accordance with the preceding sentence.\nFurther, you represent and warrant that: (a) you have all the rights necessary to grant Interaxon such license; and (b) you are responsible for User Content that may be lost or unrecoverable through your use of the Muse Service.\nWe recommend that you create and maintain regular backups of all User Content and associated data.\nWe reserve the right to place service limits (including as to volume of data and time) on the User Content and associated data stored or retained by or on behalf of Interaxon.\n    WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY\n        Warranty and Disclaimer.\nYOUR USE OF THE MUSE SERVICE IS AT YOUR SOLE RISK.\nTHE MUSE SERVICE AND THE ASSOCIATED SOFTWARE, MATERIALS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.\nWE, OUR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, “INTERAXON PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.\nINTERAXON PARTIES MAKE NO WARRANTY THAT: (I) ANY MUSE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE MUSE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE MUSE SERVICE WILL BE ACCURATE OR RELIABLE OR APPROPRIATE OR APPLICABLE TO YOUR USE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL INCLUDING ANY SOFTWARE, MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH ANY MUSE SERVICE, WILL MEET YOUR EXPECTATIONS OR NEEDS; (V) ANY DATA STORED OR RETAINED BY INTERAXON WILL BE FREE FROM LOSS OR CORRUPTION OR AVAILABLE INDEFINITELY; OR (VI) ANY ERRORS WILL BE CORRECTED.\nINTERAXON DISCLAIMS ANY LIABILITY FOR ANY CONSEQUENCES DUE TO USE, MISUSE OR INTERPRETATION OF INFORMATION CONTAINED, OR NOT CONTAINED, IN ANY MUSE SERVICE.\nSENSOR DEVICES AND MUSE SERVICES MAY NOT FUNCTION AS INTENDED OR EXPECTED.\nIF YOU CHOOSE TO USE THE MUSE SERVICE AND SENSOR DEVICES, YOU ASSUME ALL RISK OF HARM OR LOSS ASSOCIATED WITH YOUR USE THEREOF.\n        Exclusion of Damages.\nINTERAXON PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO ANY DATA OR THE USE OF OR INABILITY TO USE ANY MUSE SERVICE OR ANY CONTENT INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE MUSE SERVICE OR THE WEBSITES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF TRANSMISSIONS OR DATA, OR FOR ANY LOSS OF DATA OR THE PROVISION OF INCORRECT DATA; (IV) FOR ANY LOSS OF INCOME, BUSINESS, PROFIT, ANTICIPATED REVENUE OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (EVEN IF INTERAXON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND REGARDLESS OF WHETHER SUCH LOSS IS DIRECT OR INDIRECT); OR (V) FOR ANY OTHER MATTER RELATING TO ANY MUSE SERVICE OR ANY THIRD PARTY (INCLUDING: (a) END USERS OF THE SENSOR DEVICE; AND (b) OUR LICENSORS, SERVICE PROVIDERS AND PAYMENT PROCESSORS).\nTHIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES INTERAXON PARTIES OF THE POSSIBILITY OF SUCH DAMAGES.\nTHE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.\nTHE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE MUSE SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.\nNOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY INTERAXON TO ANY THIRD PARTY (INCLUDING END USERS), DIRECTLY OR AS A THIRD PARTY BENEFICIARY, WITH RESPECT TO ANY OF THE SERVICES PROVIDED HEREUNDER.\n        Limitation of Liability.\nNOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF INTERAXON PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE FEES PAID BY YOU DIRECTLY TO INTERAXON FOR LICENSES GRANTED BY INTERAXON HEREIN SOLELY AND DIRECTLY TO YOU PURSUANT TO THESE TERMS IN THE SIX MONTHS IMMEDIATELY PRIOR TO SUCH CAUSE OR CLAIM ARISING.\nSOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES.\nACCORDINGLY, TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.\nINTERAXON PARTIES WILL NOT BE LIABLE FOR: (i) CLAIMS ASSOCIATED WITH MODIFICATIONS OR ADAPTATIONS PERFORMED BY ANYONE OTHER THAN INTERAXON; OR (ii) USE OF THE MUSE SERVICE WITH PRODUCTS OR SERVICES THAT ARE NOT PROPRIETARY TO INTERAXON (EVEN IF SUCH PRODUCTS OR SERVICES DISPLAY INTERAXON BRANDING ELEMENTS).\n        Indemnification.\nYou (on behalf of the organisation you represent (if applicable) and users of the Muse Service and the Sensor Devices) agree to indemnify, defend and hold harmless Interaxon Parties against all judgments, awards, settlements, liability, penalties, fines, claims, demands, causes of action, losses, expenses, damages and costs (including any court costs and reasonable attorneys’ fees), resulting or arising from or relating to: (a) your access to or use of any Muse Service, (b) any activity related to your account by you or any other person permitted by you, (c) your breach of the Terms, (d) your infringement or violation of any rights of another, or (e) your negligence or willful misconduct.\nWe reserve the right to assume, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.\n        Third Party Indemnification.\nYou agree to indemnify, defend and hold harmless Interaxon Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from any such claims made against the Interaxon Parties by third parties.\n    TERMINATION AND/OR CANCELLATION\n        Term.\nSubject to earlier termination and/or cancellation in accordance with these Terms, these Terms will continue for the initial term as specified in the applicable form of invoice or subscription order, if any, and if no term is specified, the Terms will have an initial term of 12 months commencing on the date you are first provided access to the Muse Service pursuant to the Terms (“Initial Term”) and, unless otherwise specified in the applicable invoice or subscription, these Terms will be automatically renewed for additional periods of the same duration as the Initial Term, on the same terms and conditions as the Terms, except for any changes to fees and any modifications Interaxon makes to these Terms, unless either Party terminates and/or cancels the Terms prior to the end of the then-current term.\nThe Initial Term and any subsequent renewals will collectively be referred to as the “Term”.\nFor clarity, if you are participating in a trial immediately preceding your paid subscription, the first day of your Initial Term will start on the earlier of: a) first day following the end of the Trial Period; and b) the first day of your paid subscription.\n        Termination and/or Cancellation.\nThese Terms will terminate in each of the following events: in accordance with the Payment Processor Terms; if the other party materially defaults in the performance or observance of any of its obligations under these Terms and does not remedy the default within 15 days after receiving notice; at the option of either party, if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; or at the option of either party, upon 30 days written notice, delivered to the other Party in accordance with Section 10.1 (Notices), provided that no amounts previously paid are refundable.\n        Effect of Expiration or Termination and/or Cancellation.\nUpon expiration or earlier termination and/or cancellation of the Terms, unless otherwise specified in the Terms, all rights granted to each Party herein shall forthwith revert to the granting Party, including the following consequences: (a) any compensation accrued but not paid will become immediately due and payable; and (b) your right to access and use the Muse Service will immediately terminate and/or cancel, you will immediately cease all use of the Muse Service, and you will destroy or return to us and make no further use of any confidential information or proprietary materials, or other items (and all copies thereof) belonging to us including any Software.\nAll sections of the Terms which by their nature should survive termination and/or cancellation will survive termination and/or cancellation including accrued rights to payment, confidentiality obligations, governing law, disclaimers, and limitations of liability.\nFurther, you will have no right to receive any refund of any prepaid amounts if you terminate and/or cancel during the applicable Term or if we terminate and/or cancel for cause.\nIf the Sensor Device and the Muse Service were acquired as a “bundle”, upon termination or expiration of these Terms, notwithstanding Interaxon’s Limited Warranty for the Sensor Device, Interaxon may be relieved of its obligations to repair or replace the Sensor Device.\n        Payments Due before Termination and/or Cancellation.\nPayments due before the termination and/or cancellation of the Terms will still be payable by you at the time of such termination and/or cancellation.\nIn addition, if you breach any of the Terms including failing to pay any sum that is due, in addition to any other remedies, you will reimburse us for all attorneys’ fees, court, collection, and other costs incurred by us in the enforcement of our rights under these Terms.\n    MISCELLANEOUS\n        Notices.\nAll notices, requests, demands, approvals, requests for approvals or other communications under the Terms will be in writing.\nNotice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail, return receipt requested if confirmed by return receipt, (iii) upon delivery when delivered by Federal Express or other recognized international overnight courier, (iv) upon receipt when sent by fax with confirmation, provided, however, that it will be deemed delivered the next business day if sent on a non-business day or after 5pm Toronto, Ontario time on a business day; and (vi) by email to you if sent by us to any email address provided to us.\nNotwithstanding anything to the contrary, notice will be sufficiently given to you, if provided by us to you via any email address provided to us or through the Muse Service, or by posting communications on http://www.choosemuse.com.\nAddresses for the purpose of giving notice may be set forth on the applicable form of invoice or subscription.\nCopies of any notice given by you to us must also be delivered to: Interaxon Inc. Attention Legal Department, Suite 900, 555 Richmond Street West, Toronto, Ontario, Canada M5V 3B1.\nA party’s address for notice may be changed by that party providing notice to the other party in accordance with this Section 10.1 (Notices).\n        Merger/Modification.\nEach Party acknowledges that it has read the Terms, it understands them, and agrees to be bound by them, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms.\nWe are not, and will not be, bound by any provision of your purchase order, correspondence, or otherwise.\nInteraxon reserves the right to change, amend or modify the terms of these Terms, or the availability of any Muse Service from time to time.\nIn such instance, you may be required to accept and agree to the new terms of these Terms.\nIf you do not agree to any such new terms, you must cease or terminate your use of the Muse Service.\nYour continued use of the Muse Service after any modification to any of these Terms will be deemed to constitute your acceptance of any such new terms, conditions or modifications.\n        Limitations on Use.\nInteraxon may impose certain limitations on the use of the Muse Service including allocating certain levels of storage capacity to your account, restricting the number of accounts you may register, restricting the number of clients connected to your account, and/or restricting the amount of data available to you from each client or user.\nYou agree to use the Muse Service only for purposes as permitted by the Terms and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.\nInteraxon reserves the right to modify or impose any limitations on the use of the Muse Service at any time, with or without notice to you.\n        Governing Law.\nThese Terms shall be governed by and construed in accordance with the laws as specified below (“Governing Law”), excluding conflicts of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods.\nEach Party irrevocably consents and submits to the exclusive jurisdiction of the courts as specified below and waives any objection thereto on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law.\nThe parties waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.\nNo action arising out of the Terms or your use of the Muse Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).\n        Where your primary address is located in: Canada, Caribbean, South America, or any other region or country not listed in subsections (ii) – (iii) inclusive below: the Governing Law of this Agreement is the laws of the Province of Ontario, Canada and the courts of the city of Toronto, Ontario, Canada shall have exclusive jurisdiction; United States of America: the Governing Law of this Agreement is the laws of the State of New York and the courts of the county of New York, New York, U.S.A. shall have exclusive jurisdiction; and Europe (including Greenland), the Russian Federation, Middle East or Africa: the Governing Law of this Agreement is English law and the courts of the city of London, England shall have exclusive jurisdiction.\n            If there is any uncertainty or disagreement about the location of the End User’s primary address, then the Parties agree that sub-section (i) shall apply.\n        Severability.\nIf any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.\nUpon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.\n        Feedback.\nYou may (but are not required to) provide feedback, comments and suggestions, including in respect of or concerning any improvements, errors, modifications, corrections, enhancements or derivatives (collectively, “Feedback”) to Interaxon concerning the Muse Service, Sensor Devices or any other intellectual property of Interaxon.\nYou hereby grant to Interaxon a non-exclusive, perpetual, irrevocable, paid-up, transferable, sub-licensable, worldwide license under all intellectual property rights covering such Feedback to use, disclose and exploit all such Feedback for any purpose.\nInteraxon may develop technology, modifications, corrections, enhancements, derivatives or extensions (collectively, “Improvements”), and further may also develop branding elements based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property registrations, will be owned exclusively by Interaxon.\nYou agree to execute such further documents and instruments as may be required to confirm such ownership by Interaxon.\nYou represent that the Feedback: (i) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (ii) will not violate any law, statute, ordinance or regulation; (iii) will not be obscene or contain child pornography; and (iv) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.\n        Force Majeure.\nThe Muse Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications.\nInteraxon is not responsible for any delays, deliver failures, or other damage resulting from such problems.\nIn addition, neither you nor Interaxon will be liable for any failure or delay in performance of these Terms which are caused by something that is in the control of third parties or circumstances beyond the reasonable control of a party (collectively, “Force Majeure”).\nForce Majeure events shall include (but not be limited to) acts of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment, software or services (including the internet and telecommunication services); or material or something else required for the performance of obligations under this Agreement.\nNotwithstanding the forgoing, under no circumstances will a party’s obligation to pay any amount under these Terms be obviated by an event of Force Majeure.\n        Miscellaneous.\nWe may assign the Terms in whole or in part.\nYou may not assign the Terms in whole or in part.\nA waiver by either Party of any terms or conditions of the Terms in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.\nAll remedies, rights, undertakings, obligations and agreements contained in the Terms will be cumulative, and none of them will be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.\nThe Parties are not employees, agents, partners or joint venturers of each other.\nNeither Party will have the right to enter into any agreement on behalf of the other.\nThe headings and titles of the Terms are not part of the Terms, but are for convenience only and are not intended to define, limit or construe the contents of the various sections.\nNotwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, will continue and survive, including Sections 5 (Compensation), 6 (Intellectual Property Rights), 7 (Confidentiality), 8 (Warranties; Limitation of Liability; Indemnity), 9 (Termination and/or Cancellation) and 10 (Miscellaneous).\nExcept as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms will be paid by the Party incurring such costs and expenses.\nThe entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein.\nIt is the express wish of the parties that the Terms and all related documents have been drawn up in English.\nC’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.\nIf these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.\n","paragraphs":null,"sentences":["Terms of Sale – Hardware","TERMS OF SALE – GENERAL SALES AND PROFESSIONALS PROGRAM","This is a legal agreement between you (meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and Interaxon Inc. and/or its affiliates (“Interaxon”).","By placing an order or acquiring devices or other hardware (“Product“) from Interaxon’s websites, or as part of Interaxon’s Professionals Program (collectively and individually, the “Site“), you agree to these terms and conditions set out below, Interaxon’s Privacy Policy and any Site terms of use (collectively “Terms“).","The Terms may be updated by Interaxon from time to time, and it is your responsibility to review the Terms each time you make a purchase from the Site.","BY CLICKING ON THE BUTTON TO SUBMIT AN ORDER, OR BY OTHERWISE CONTINUING WITH A PURCHASE/LICENSE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS.","IF YOU DO NOT UNDERSTAND OR AGREE WITH THE TERMS, YOU MUST NOT CLICK THE BUTTON TO SUBMIT AN ORDER OR OTHERWISE PROCEED WITH THE PURCHASE/LICENSE.","        MUSE SOFTWARE IS FOR INFORMATION PURPOSES ONLY / LANGUAGE","THE SOFTWARE AND SERVICES ARE FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO BE USED FOR ANY OTHER PURPOSE, INCLUDING MEDICAL OR DIAGNOSTIC-RELATED PURPOSES.","THE SOFTWARE, USER INFORMATION, USER INTERFACE, SUPPORT, COMMUNICATION AND AGREEMENT, ARE ONLY BE PROVIDED IN CERTAIN LANGUAGES.","DO NOT USE THE MUSE OR OTHER INTERAXON PRODUCTS, UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND ONE OF THE AVAILABLE LANGUAGES.","FURTHER, DO NOT INSTALL, DOWNLOAD OR USE THIS SOFTWARE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS AGREEMENT.","TO ENSURE THAT YOU UNDERSTAND THE ABOVE TWO PARAGRAPHS, TRANSLATIONS OF THESE PARAGRAPHS ARE SET OUT AT THE END OF THIS DOCUMENT (UNDER THE HEADING ‘TRANSLATIONS’).","     ORDERING","        Application.","These Terms will apply to all orders placed by you, or as otherwise referenced in a written agreement between you and Interaxon.","You acknowledge that the information contained on the Site may contain technical inaccuracies or typographical errors.","The Site, all content available on or through the Site, and all related communications are provided on an “AS IS” basis.","Interaxon makes no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information contained on or through the Site.","        Requirements.","To place an order, you must:","            provide up-to-date, complete and accurate registration information as requested by Interaxon on the Site, which may include, without limitation, your first and last name, institution name, mailing address, phone number and email address;","            provide up-to-date, complete and accurate payment information (for example, credit card information for a credit card that is valid and legally registered to you);","            be at all times in compliance with these Terms and applicable law including, without limitation, the requirement to be of the age of majority in your jurisdiction; and","            in relation to purchases under Interaxon’s Professionals Program, (A) be a member of Interaxon’s Professionals Program at the time you place an order and thereafter for at least as long as you possess or control inventory of Products; and (B) comply at all times with the requirements of such program as they may be amended from time to time.","        Accuracy.","You specifically agree that Interaxon may rely on the accuracy of the information you provide to Interaxon (including, without limitation, any information you have provided as part of your application for the Professional’s Program, if applicable), and that Interaxon will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Interaxon.","        General Sales are End User Sales Only.","All Products available through the Site for general sale are intended for end user customers only.","You may not purchase Products for resale, and Interaxon reserves the right to refuse or cancel your order or to deny you any return rights, if we suspect you are not complying with these terms and conditions.","        Interaxon Professionals Program Sales.","All Products purchased under Interaxon’s Professionals Program are intended only for your personal use or your direct sale to your end user customers as described in your application for the Professionals Program (“Authorized Purchaser”).","You may not purchase Products for resale to anyone other than Authorized Purchasers.","You may not sell any Products online or indirectly to anyone other than your Authorized Purchasers.","All Product purchases are subject to Interaxon’s end user license agreement at http://www.choosemuse.com/legal.","        We reserve the right to refuse or cancel your order, or to deny you any return rights, if we suspect you are not complying with these terms and conditions.","You will ensure that you and any anyone representing you: (i) does not participate in any threatening, deceptive, tortious, offensive, misleading, obscene, illegal, or unethical practices that may be detrimental to Interaxon or to any Interaxon products and/or services; (ii) only make representations about Interaxon and Interaxon products and/or services that are fair and accurate; (iii) does not make any representations, warranties, or guarantees to end users concerning any Interaxon products and/or services without Interaxon’s prior express written authorization; (iv) comply at all times with all applicable federal, national, state, provincial and local laws and regulations including, without limitation, those relating to tax, foreign exchange, anti-corruption, transfer of money, marketing, consumer protection, data protection, anti-mafia, organized crime, anti-terrorism or maintenance of public order; (v) does not sell refurbished or used Interaxon products, or any parts or materials associated therewith, in whole or in part; (vi) does not engage in business practices, promotions or advertising which may be injurious to the reputation or business goodwill of Interaxon and/or its affiliates; (vii) upon receiving notice of removal of a product, forthwith stop marketing and distribution of Interaxon products specified in such notice; (viii) does not modify any Interaxon products or replace any software on any Interaxon product or modify any point of sale packaging; and (ix) does not use any Interaxon marks (including, without limitation, as part of any press releases, products, services, domain name, company name, marketing, and/or promotional materials) without Interaxon’s prior express written authorization and in compliance with the Interaxon Branding Guidelines (which you must obtain from Interaxon).","    DELIVERY AND SHIPPING","        Acceptance Required.","All orders are subject to acceptance by Interaxon, and any rejection of an order will be made in Interaxon’s sole discretion, regardless of whether the order was confirmed through the Site or otherwise.","If you have been charged for an order that is subsequently rejected by Interaxon, Interaxon will refund the amount of that order.","        Delivery Requirements.","Interaxon will make commercially reasonable efforts to accommodate your delivery requirements; however, delivery is subject to availability of resources at the time of order placement.","Interaxon will therefore not be liable in any way for any delay or damage arising from Interaxon’s failure to meet your delivery requirements or any specified delivery dates.","        Shipping Terms.","All shipments will be made FCA Interaxon’s facilities (Incoterms 2010).","Risk of loss for Products will pass to you in accordance with the FCA (Incoterms 2010) shipping.","You are responsible for insuring the shipment and for pursuing the carrier for any loss occurring in transit.","        Importer of Record.","As you are the importer of record in the destination country, you are responsible for: (a) paying for all import fees such as import duties and customs taxes, and (b) ensuring that Products can be lawfully imported, and comply with all laws and regulations of the destination country.","With respect to each item for which import fees have been calculated, you authorize Interaxon to designate a carrier (“Designated Carrier“) to act as your agent with the relevant customs and tax authorities in the destination country, to clear your merchandise, and, if applicable, process and remit your actual import fees for such item.","Your order may include an estimate (“Import Fees Estimate“) of some or all of the import fees that will be levied on the items in your order for shipment.","By placing your order, you agree to allow Interaxon to collect the Import Fees Estimate for the applicable items in your order.","This amount will be used, on your behalf, to reimburse the Designated Carriers for the import fees that they have paid on your behalf to the appropriate authorities of the destination country.","The Import Fees Estimate may or may not include customs duties.","If they do not include customs duties, you will be responsible for making arrangements with the customs authorities for payment of duties.","The Import Fees Estimate may be more or less than the final actual amount of import fees due and payable.","Interaxon has no control over the import fees and cannot always predict with 100% accuracy what the final actual amounts may be.","For greater certainty, you should contact your local customs office for further information on the import taxes and customs duties that may be applicable to your purchase.","You agree and acknowledge that: (a) the actual import fees may be more or less than the Import Fees Estimate; and (b) you will NOT receive any refund in the case that the actual import fees differ from the Import Fees Estimate.","        Check Order.","You are responsible for examining all shipments promptly upon receipt.","If you discover any shortages or incorrect products in the shipment, you must notify Interaxon immediately.","Please check the order carefully, as no claim for shortages or deficiencies will be accepted by Interaxon after five (5) days from delivery of the products.","    PRICING AND PAYMENT","        Currency.","If the currency for your purchase is not expressly stated, then the prices are in US dollars.","        Prices.","Interaxon reserves the right to change its standard prices without notice.","Prices are exclusive of, and you will pay: (a) all applicable federal, state, provincial and local taxes (including all applicable sales, use, consumption, goods and service, value added, and withholding taxes), unless you have provided Interaxon with an appropriate tax exemption certificate or number, and (b) all fees and charges related to customs, duties and brokerage.","Interaxon may charge sales tax for sales of Products through the Site.","Any sales tax charged will be indicated during the checkout process.","        Rejected Payments.","Where your payment is rejected for any reason, you will be responsible for any fees and charges associated with such rejection, as well as interest on the amount owing.","Interest will be the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the date that your payment was rejected.","Interaxon may, in its sole discretion, delay shipment of, or cancel, your order where your payment is rejected.","    TITLE, INTELLECTUAL PROPERTY, USE RESTRICTIONS AND LICENSE GRANTS","        Title to Products.","Title to any Products and any other products bought by you will pass to you upon your full payment for such Product in accordance with Section 4 (Pricing and Payment).","        Title to Software.","Notwithstanding the foregoing, title to software will not pass to you, and you are hereby put on notice that your use of any Interaxon software supplied to you is governed by and subject to the EULA as provided to you with the software or otherwise located at http://www.choosemuse.com/legal.","The EULA may be included as a file with the software that you download for use with hardware acquired under this Agreement.","Use of any third party software will be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.","        Intellectual Property Rights.","You do not acquire any intellectual property or other proprietary rights under these Terms including, without limitation, any right, title or interest in and to patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to any Interaxon products, software and/or services, or any part thereof.","Your only rights in relation to Interaxon products, software and/or services, or any part thereof, will be those rights expressly licensed or granted to you under these Terms or in another separate written agreement between you and Interaxon.","Any rights not expressly granted under these Terms are reserved.","        Restrictions/Representations.","Except to the extent expressly agreed upon in writing by you and Interaxon, you will not (and will not allow any third party to): (a) use Product for any purpose other than as authorized under these Terms, or use any associated software for any purpose other than as authorized under the applicable end user license agreement for the particular software; (b) remove or alter any copyright notice or any other notices that appear on Product or the associated software, or modify or create derivative works thereof; (c) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of Product or any associated software; (d) provide, lease, lend, sublicense, use for timesharing or otherwise use or allow the use of Product or the associated software for the benefit of any third party (other than Authorized Purchasers in relation to purchases/licenses under Interaxon’s Professionals Program only); or (e) use any Product or any associated software in violation of any laws or regulations, or use, transfer, transmission, export, or re-export of Product or any associated software or portion thereof in violation of any export control laws or regulations.","        User Generated Content.","For the purposes of these Terms, “User Generated Content” means any text, feedback, ideas, suggestions, documents, proposals, photographs or other data and information you, Authorized Purchasers (in relation to purchases/licenses under Interaxon’s Professionals Program only), or anyone acting on your behalf submits through the online and mobile services made available by Interaxon from time-to-time including, but not limited to, certain websites including the any Site, widgets, computer programs and mobile applications hosted by or on behalf of Interaxon (collectively, the “Interaxon Services”).","You represent that your User Generated Content will not: (a) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (b) violate any law, statute, ordinance or regulation; (c) be obscene or contain child pornography; and (d) be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.","You agree to indemnify, hold harmless and defend Interaxon and Interaxon’s affiliates, service providers and licensors from and against any claims or suits including, without limitation, attorney fees and expenses, which arise or result from any breach of this Section by you or by another who has access to or use of Product, Interaxon Services, or User-Generated Content through you or products purchased through you.","        Third Party Equipment, Software and Services.","You are responsible for the selection, implementation, and performance of any and all third party equipment, software and services used in connection with Products, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of Products and any equipment, services or software used in conjunction with Product.","        Compatibility.","Before ordering Products, you should check http://choosemuse.com/compatibility (or other Interaxon Services) to determine if the Product is designed to work with your smartphone or tablet or other third party equipment.","Interaxon assumes no responsibility with regard to the performance or use of your smartphone/tablet/other third party equipment with the Products.","        Permitted Age.","Interaxon Services, software and products should only be used by individuals aged 16 years or older (“Permitted Age”).","If the user is of the Permitted Age or older but under the age of majority in the jurisdiction in which the user is domiciled, the user should review these Terms and the applicable end user license agreements for any software with the user’s parent or guardian to make sure that the parent or guardian understands these Terms and the applicable end user license agreements.","        Informational Purposes Only.","Content generated or found through Interaxon Services or products is for informational purposes only and is not intended to replace the relationship between you and your physician or other health-care provider.","Interaxon is not a licensed medical or health-care provider and has no expertise in diagnosing, examining, or treating medical conditions of any kind.","        Reseller of Third Party Products.","If Interaxon is reselling any Third Party Products to you pursuant to these Terms, Interaxon will pass through to you any transferable warranties and indemnities provided to Interaxon by the provider of the Third Party Products including, without limitation, any warranties for the products and indemnities for intellectual property infringement.","To the extent permitted by law, in connection with Third Party Products, notwithstanding anything to the contrary, Interaxon provides no indemnities and makes no other warranty, express or implied including, without limitation, warranty of merchantability, fitness for purpose or non-infringement.","For the purposes of these Terms, “Third Party Product(s)” means any software, application, technology, standard or specification, product or service developed by or on behalf of a third party including, without limitation, the Muse Hard Carrying Case and Smith eyewear.","For Smith Eyewear please refer to www.smithoptics.com for warranty and support.","    CHANGES","        Design.","Interaxon reserves the right to make changes in the design of Product and/or other Interaxon Services and/or any associated software without the obligation to make equivalent changes to products that have previously been supplied to you.","        Orders.","Except as expressly set forth in these Terms, you will not be entitled to change or cancel any order that has previously been accepted by Interaxon without the prior written agreement of Interaxon.","You shall not be entitled to any refund, except to the extent expressly stated in this Agreement.","    LIMITED WARRANTIES, EXCLUSIONS AND SUPPORT BY INTERAXON","        Statutory Protections.","THE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS AND/OR THE LIMITATION OR EXCLUSION OF LIABILITY EITHER IN CONTRACTS OR IF YOU ARE A CONSUMER, AND AS SUCH, SOME OR ALL OF THESE EXCLUSIONS MAY NOT APPLY TO YOU, IN WHICH CASE THESE TERMS DO NOT AFFECT YOUR STATUTORY RIGHTS.","        Limited Warranty.","Interaxon and/or its affiliates have provided you with a limited warranty (which can be found at http://www.choosemuse.com/legal) relating to defects in materials or workmanship for the Muse headband.","This limited warranty sets out certain situations when Interaxon and/or its affiliates will, or will not, provide a remedy for the Muse headband.","You may have legal (statutory) rights that are in addition to those set out in the limited warranty (such as consumer laws in the country in which you live) (“Consumer Rights”).","None of your Consumer Rights are limited or excluded.","You must follow Interaxon’s return process described in the limited warranty in order to make a claim under the limited warranty.","        EXCEPT TO THE EXTENT EXPRESSLY SET OUT IN THE LIMITED WARRANTY, MUSE HEADBANDs AND ANY OTHER PRODUCTS/SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS ARE PROVIDED “AS IS AND WITH ALL FAULTS” AND INTERAXON DISCLAIMS ALL GUARANTEES, ASSURANCES, CONDITIONS, WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO MUSE AND ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS INCLUDING, BUT NOT LIMITED TO: (A) THE WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF THIRD PARTY RIGHTS; (B) PROVISION, DELAY OF OR FAILURE TO PROVIDE SUPPORT OR SERVICES, INFORMATION, SOFTWARE AND RELATED CONTENT THROUGH THE MUSE HEADBANDS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS OR OTHERWISE ARISING OUT OF THE USE OF THE MUSE HEADBAND AND/OR ANY OTHER PRODUCTS OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; (C) THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; AND/OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.","        Liability Limitation.","TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN LIABILITY FOR DEATH OR BODILY INJURY RESULTING FROM INTERAXON’S GROSS NEGLIGENCE, INTERAXON AND INTERAXON’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSS OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OF PRODUCTS OR SERVICES OR FUNCTIONALITY, BUSINESS INTERRUPTION, LOSS, INACCURACY, INTERRUPTION OR CORRUPTION OF INFORMATION (INCLUDING DATA OR OTHER PECUNIARY LOSS)) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS INCLUDING, WITHOUT LIMITATION, ARISING FROM OR RELATED TO: (a) USE OF MUSE HEADBANDS AND/OR ANY OTHER PRODUCT AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS; OR (b) THE INABILITY TO USE OR THE NON-PERFORMANCE OF MUSE HEADBANDS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES SOLD/LICENSED PURSUANT TO THESE TERMS, IN ALL CASES WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, EVEN IF INTERAXON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INTERAXON AND INTERAXON’S AFFILIATES, SERVICE PROVIDERS AND LICENSORS EXCEED THE NET PURCHASE PRICE PAID BY YOU TO INTERAXON FOR AFFECTED PRODUCTS AND SERVICES ACQUIRED BY YOU UNDER THESE TERMS IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.","        Basis of the Bargain; Exclusions.","The disclaimers of warranties and limitations of liability set forth above are fundamental elements of the basis of the agreement between you and Interaxon.","You understand and agree that Interaxon would not be able to economically or reasonably provide the products and services to you without these limitations.","        Support.","Interaxon will not be obligated to provide any support or maintenance services for Muse headbands and any other products and services unless otherwise expressly agreed upon in writing by you and Interaxon.","However, this provision does not relieve Interaxon of its warranty obligations described in Section 7.b. (","Limited Warranty).","    CANCELLATION AND TERMINATION","        Termination Rights.","Interaxon may terminate these Terms upon notice to you, and may also stop any products in transit to you and suspend the delivery of products and/or services to you, without penalty, if you: (a) fail to make any payment due under these Terms; or (b) commit a breach of these Terms (other than payment) and fail to remedy such breach within thirty (30) days of receiving notice of such breach.","        Effect of Termination.","Upon termination of these Terms for your breach: (a) all of Interaxon’s performance obligations hereunder will immediately cease, (b) your license to use any software provided to you hereunder will immediately cease, and you will either return all such software to Interaxon or confirm, upon request from Interaxon, that such software has been destroyed and (c) any payments then due to Interaxon become immediately payable in full.","    ACCOUNTS AND USER CONDUCT","        If Interaxon determines that any user is not using Interaxon Services responsibly, Interaxon has the right (but not the obligation) to remove, edit block or delete such user’s transmissions, User Generated Content, or use of the Interaxon Services.","If Interaxon, in its sole discretion, believes that the user has engaged in or facilitated practices that: (i) are in breach of these Terms, (ii) are offensive, illegal or violate the rights of others or Interaxon, (iii) violate any terms of use or guidelines established by Interaxon, or (iv) could result in liability for Interaxon, then Interaxon has the right (but not the obligation), without notice, to terminate the user’s access to and/or use of all or a portion of the Interaxon Services, or delete information posted or stored to the Interaxon Services.","In addition, Interaxon reserves the right to limit the number of accounts that may be created from Products and the number of Products associated with an account.","If Interaxon suspects that any registration data provided is inaccurate or incomplete, Interaxon may suspend or terminate the account without notice.","    GENERAL","        Third-party Service Provider.","In certain regions or for certain products, a third-party service provider may fulfill orders made on Interaxon’s online store.","In such regions, the terms and conditions contained in these Terms will still apply.","        Product Information.","Please refer to product safety and regulatory information and trademark attribution statements located at http://www.choosemuse.com/legal.","        Privacy Policy.","You acknowledge and agree that you have read Interaxon’s Privacy Policy located at http://www.choosemuse.com/legal (or otherwise made available through Interaxon Services) and consent to the handling and processing of your data as described in the Interaxon Privacy Policy.","        Interpretation.","If any provision, clause or term of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of that provision, clause or term will not affect the validity or enforceability of the remaining provisions, clauses and terms or the validity or enforceability of that provision, clause or term in any other jurisdiction.","If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provisions shall be severed from the Terms for the purposes of that jurisdiction and the other provisions shall remain in full force and effect.","No waiver by either party of a breach or omission by the other party under these Terms will be binding on the waiving party unless it is expressly made in writing and signed by the waiving party.","        Governing Law.","Unless stated otherwise below, these Terms, and all Product requirements, will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Ontario in Toronto, Ontario.","            If you are domiciled in a country located in Europe, Middle-East or Africa, these Terms will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.","            If you are domiciled in a country located in Asia-Pacific, these Terms will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.","            If you are domiciled in the United States of America, these Terms will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.","The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.","        Survival.","The provisions of these Terms that under a commercially reasonable interpretation reveal that the parties likely would have such provisions survive termination or expiration of these Terms including, without limitation, Sections 5, 6, 7, 8, 9 and 10 will survive the termination or expiration of this Terms.","        Contact.","If you have any questions or inquiries regarding these Terms or any order or purchase, please contact Interaxon through http://www.choosemuse.com/contactsupport or 555 Richmond Street West, Suite 900, Toronto, Ontario, Canada M5V 3B1.","Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive or personal information in your e-mail correspondence with Interaxon.","        Language.","If these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.","        Electronic Communications.","For contractual purposes, you consent to receive communications electronically from Interaxon and you agree that all agreements, notices, disclosures and other communications that Interaxon provides to you electronically satisfy any legal requirement that such communications be in writing.","This condition does not affect your statutory rights related to electronic communications.","        Entire Agreement.","These Terms constitute the entire agreement between the parties and supersedes all previous agreements relating to the subject matter hereof.","These Terms may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties.","These Terms were last updated on September 25, 2019.","Limited Warranty For The Muse Headband","Dead on Arrival Products."," If you are the original purchaser of a Muse headband from Interaxon or an authorised Interaxon retailer and the Muse headband is Dead on Arrival (namely, when you first attempted to use the product after opening the box, it demonstrated hardware failure, preventing even basic operability), the Muse headband may be returned by you to us within thirty (30) days of your original purchase.","If we verify that you were the original purchaser of the product and the product was Dead on Arrival, we will offer you the following options at our expense:","(a) ship you a replacement product; or","(b) service the product, in which case you will not have the right of replacement.","To be eligible to return any Dead on Arrival product to us, you must follow the warranty claim process set out below.","Manufacturer Defects.","Your Muse headband is warranted by Interaxon Inc. and/or its affiliates (“Interaxon”) to be free of defects in materials or workmanship, under normal use, for a period of one (1) year from the date of your original purchase of the new Muse headband  except to the extent a longer period is required by applicable law (the “Warranty Period”).","This limited warranty excludes damage resulting from: (i) improper care or handling (including, without limitation, user abuse or proximity to moisture or heat), (ii) accidents, (iii) modification, (iv) unauthorized repairs, (v) use of the Muse headband with accessories, products, services or software applications not expressly approved or provided by Interaxon, (vi) use of the Muse headband in a manner contrary to, or not in accordance with, the documentation, guidelines or instructions provided by Interaxon or (vi) other causes which are not defects in materials or workmanship of the Muse headband.","This warranty does not cover: (a) used or refurbished products; (b) products provided as a “sample”, “AS IS” or “complimentary”; (c) any third party products Interaxon sells; or (d) any accessories for the Muse headband.","The warranty only extends to new Muse headbands purchased by you from Interaxon or an authorised Interaxon retailer.","If there is a covered defect with the Muse headband, Interaxon will, at its discretion, repair (with new or refurbished parts) or replace (with new or refurbished product) your Muse headband free of charge, or will issue you with a refund.","The Warranty Period for the repaired or replaced Muse headband will expire upon the expiration of the original Warranty Period (except to the extent Interaxon is expressly required by law to provide you a longer Warranty Period for the repaired or replaced Muse headband).","This warranty is a hardware only warranty that is limited to the Muse headband and does not cover any software made available, shipped, pre-loaded, or distributed by Interaxon or any third party, even if the software is packaged or sold with the product, or available for the product at a later time."," Software license agreements apply to your use of software associated with the Muse headband.","The software license for Interaxon proprietary software to be used with the Muse headband is described in the applicable Interaxon end user license agreement.","To be eligible to return any defective Muse headband to us, you must follow the warranty claim process set out below.","Warranty Claim Process."," To be eligible to return any Muse headband to us, you must have a Dead on Arrival product or a Muse headband with a manufacturer’s defect and you must:","(1) prior to shipping the Muse headband to us, contact us through http://www.choosemuse.com/contactsupport and obtain a Return Material Authorisation (RMA) number, shipping address and other instructions.","   The RMA number must be included with your Muse headband return","(2) provide us valid proof of your original purchase","(3) package the Muse headband in the original, unmarked packaging together with all accessories, manuals, and documentation (unless otherwise requested by Interaxon)","(4) include a description of the reason for the Muse headband return.","If we determine that there was no valid reason for returning the Muse headband to us (i.e. it was not Dead on Arrival or did not have a manufacturer’s defect), we may, at our discretion, refuse to accept the Muse headband or return the Muse headband to you and charge you a USD$200 handling fee.","Limitation of Liability.","The Muse headband is provided “AS IS AND WITH ALL FAULTS”, and Interaxon hereby disclaims all other warranties, conditions and the provision of or failure to provide support or other services, information, software, and related content through the Muse headband or otherwise arising out of the use of the Muse headband.","This limited warranty is in place of all other express and implied warranties, conditions, representations, or guarantees of any kind (including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose) which are all hereby excluded and shall have no effect.","In no event shall Interaxon or anyone acting on behalf of or with Interaxon (including, without limitation, in relation to the manufacture, supply, distribution, sale, repair or return of the product) be liable for any direct, indirect, incidental, special or consequential loss or damages whatsoever (including, without limitation, damages for loss of profits, loss of use of the products or functionality, business interruption, loss or corruption of information (including data), or other pecuniary loss) arising out of the use or inability to use the Muse headband even if Interaxon or anyone acting on behalf of Interaxon has been advised of the possibility of such damages.","This limitation is intended to apply and does apply without regard to whether such damages are claimed, asserted or brought in an action or claim in tort, contract, on the warranty, or under any other legal theory.","The liability of Interaxon (and any one acting on behalf of or with Interaxon) to you for loss or damage arising under this warranty shall not exceed in aggregate the net purchase price you paid for the product or the cost of replacing the Muse headband, whichever is greater.","The foregoing shall not in any way restrict any liability in relation to death or bodily injury or statutory liability for intentional and gross negligent acts or omissions."," No other person or company is authorized to change this warranty.","Some states and countries do not allow limitation on how long an implied warranty lasts, or exclusion of all or certain types of damages, so the above limitations may not apply to you.","This warranty gives you specific legal rights, and you may also have other additional statutory rights, which vary from state to state or within a particular country.","The foregoing is without prejudice to other legal rights that may arise under applicable mandatory legislation.","This warranty extends only to new Muse headband purchased by you from Interaxon or an authorized Interaxon retailer.","Your Rights Under Australian Consumer Laws."," If you are a consumer you may have statutory rights under the Australian Consumer Law that are in addition to those set out in this limited warranty (“Consumer Rights“).","This limited warranty sets out certain situations when Interaxon will, or will not, provide a remedy for a Muse headband.","This limited warranty does not limit or exclude any of your Consumer Rights relating to the Muse headband.","Under your Consumer Rights, you are entitled to: (a) a replacement or refund for Muse headband with a major failure, and compensation for any other reasonably foreseeable loss or damage; and (b) have the Muse headband repaired or replaced if the Muse headband fails to be of acceptable quality and the failure does not amount to a major failure; and (c) such remedies are in addition to your rights under this limited warranty.","If you are a consumer under the Australian Consumer Law, you may return a defective Muse headband to: (a) the authorized Interaxon retailer from whom you purchased the Muse headband; or (b) Interaxon directly by contacting Interaxon pursuant to the warranty claims process set out above, or by phoning +1 416 598 8989.","Governing Law.","Unless stated otherwise below, this limited warranty will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Ontario in Toronto, Ontario.","i. If you are domiciled in a country located in Europe, Middle-East or Africa, this limited warranty will be governed and construed in accordance with the laws of England and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of London, England.","ii.","If you are domiciled in a country located in Asia-Pacific, this limited warranty will be governed and construed in accordance with the laws of Singapore and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of Singapore.","iii.","If you are domiciled in the United States of America, this limited warranty will be governed and construed in accordance with the laws of New York, USA and in the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts of New York city, New York, USA.","The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded.","Privacy and Consent.","Information received by Interaxon will be used, processed, transmitted, and disclosed in accordance with Interaxon Privacy Policy (available at http://www.choosemuse.com/legal) in order to perform the warranty services described in this limited warranty."," This may include obtaining your information and the product from service providers, retailers, resellers and distributors involved in the chain of custody of the product upon which warranty services are performed, and transferring your information and the product to Interaxon service providers.","You agree that Interaxon and its affiliates, agents and providers may collect and use information gathered in any manner as part of services related to the product.","Language."," If this Warranty is translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will prevail.","Miscellaneous."," If there is any conflict between this limited warranty and any other warranty provided to you including, without limitation, in the packaging of the product, the provisions of this warranty shall be applied by Interaxon to the extent of such conflict.","If any term, provision or sub-section of this warranty is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of such term, provision or subsection and this warranty will not be affected.","Terms of Service","MUSE SUBSCRIPTION SERVICE TERMS","Last Updated – April 1, 2019","PLEASE CAREFULLY REVIEW these Muse Subscription Service Terms (the “Terms”).","The Terms are a binding legal agreement between Interaxon Inc. and/or its Affiliates (“Interaxon”, “we” or “us”), an Ontario Canada corporation located at 555 Richmond St. W. Suite 900, Toronto, ON, M5V 3B1, and you or, if applicable, the company, institution or other legal entity you represent (collectively, “you”, “your”).","You and Interaxon are each a “Party” and collectively the “Parties”.","If you are a company, institution or other legal entity, you may permit Authorized Users to access and use the Muse Services in compliance with these Terms.","MUSE SERVICES ARE ONLY PROVIDED IN ENGLISH ONLY.","DO NOT REGISTER FOR, ACCESS OR USE ANY MUSE SERVICE UNLESS YOU CAN FLUENTLY READ AND UNDERSTAND THIS LANGUAGE.","ACKNOWLEDGMENT OF TERMS OF SERVICE:","By accessing or using a Muse Service you agree to be bound by these Terms.","By registering for, accessing or using any Muse Service, or otherwise accepting these Terms, or ‘clicking’ accept (if applicable), you acknowledge that you have read, understood and agree to be bound by these Terms.","IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MUST NOT REGISTER FOR, ACCESS OR USE ANY MUSE SERVICES, OR ALLOW ANYONE ELSE TO DO SO.","If you register for or access or use a Muse Service on behalf of an organization (such as an organisation identified as part of the registration process or on an invoice or subscription order): (a) you are agreeing to the Terms for and on behalf of that organization and promising to us that you have the authority to bind that organization to the Terms; and (b) other than in this sentence, which applies to you individually, the references to “you”, “your” will mean that organization that you represent.","Notwithstanding anything to the contrary, we reserve the right to update and revise the Terms at any time.","We will make sure that the “Last Updated” date at the top of this page is changed so you can tell when the Terms were last changed.","If we choose to notify you about the modification of the Terms, we may do so via our preferred form of notice which may include by email, on our website, or within a third party application store or the Muse Service.","Notwithstanding whether we provide any notice of modifications to the Terms, by continuing to access and/or use any Muse Service after the Terms are modified, you are agreeing to the modifications to the Terms.","If you do not agree with a modification to the Terms, you must cease accessing and using the Muse Service.","In addition to these Terms, when using particular services or features of a Muse Service, you will be subject to any guidelines or policies applicable to such services or features that may be specified or notified to you from time to time including the Privacy Policy and Branding Guidelines.","If we make available any software relating to your access to or use of the Muse Service, such software is subject to the applicable End User License Agreement for that software.","All such agreements, guidelines and policies, as applicable, are hereby incorporated by reference into the Terms.","If you: (a) have any comments or questions regarding the Terms, (b) wish to report any violation of the Terms, (c) wish to terminate your Muse Service during the Trial Period (as defined below); or (d) encounter content or activity you find inappropriate or otherwise believe to be a violation of the Terms, please contact us at http://www.choosemuse.com/contactsupport.","        DEFINITIONS","The use of “for example”, “includes” and “including” are not limiting and “all” includes “any” and “any” includes “all”.","Capitalized terms used but not defined elsewhere in the Terms will have the following definitions:","        “Affiliate” means any party directly or indirectly controlling, controlled by or under common control with Interaxon.","        “Amendment” means an express written amendment to these Terms signed by Interaxon’s authorized signatory in which additional and/or different terms and conditions may apply to you.","        “Authorized User(s)” mean the following users that you authorize to access or use the Muse Service on your behalf: (a) your employees, agents, or independent contractors; or (b) others such as clients, students, or subscribers where the Muse Service is provided to your end user customers together with your other services and not on a standalone basis; or (c) other users expressly authorized to use and access the Muse Service by Interaxon in an Amendment.","        “Branding Elements” means all trademarks, service marks, trade names, domain names, slogans, logos, screenshots (including screenshots of the Sensor Device), sounds, and other indicia of origin that appear on or in connection with any aspect of the Muse Services including: “INTERAXON”, “MUSE”, “BRAIN SENSING”, “THE BRAIN SENSING HEADBAND”, “MEDITATION MADE EASY”, “MUSE MEDITATION”, “TECHNOLOGY ASSISTED MEDITATION”, “TAKE A BREATH”, “PERSONAL MEDITATION ASSISTANT”, “CHOOSEMUSE”, “MPOWERED BY MUSE”, “MUSE DIRECT”, “MUSE CONNECT”, “MEDITATION STUDIO”, “UNTANGLED”, and all related branding elements, the status indicator of the Sensor Device (or similar status indicator), use of “CALM”, “NEUTRAL”, and “ACTIVE” in relation to states of mind/brain signal calm points and/or recoveries.","        “Branding Guidelines” means our branding guidelines and conditions for using our trademarks, trade names, service marks, and logos.","We may modify the Branding Guidelines at any time.","The Branding Guidelines may be made available to you through the Muse Service or our websites, or otherwise can be requested at http://www.choosemuse.com/contactsupport.","        “Intellectual Property Rights” includes all intellectual property and proprietary rights of any nature or kind, whether protected, created, or arising under any applicable law, and all worldwide common law, statutory, and other rights in, arising out of, or associated therewith including trademarks, copyrights, patents, domain names, and trade secrets.","        “Interaxon Materials” means: (a) all materials that were created by or on behalf of Interaxon including the layout and flow of the Muse Service; and (b) any other materials created under the scope of the Terms.","Interaxon Materials includes: (i) all originally created or licensed audio or visual assets, computer software, code, routines, tools, application engines, algorithms, inventions and other technology contained in or used by us in the development of any Muse Service; (ii) the technical documentation, if any, of or concerning any Muse Service; (iii) any analytics data (other than User Content) generated from the use of any Muse Service; and (iv) any training or other materials made available pursuant to the Terms.","        “Payment Processor” means one or more payment processors used by us from time to time to facilitate payments for the amounts specified in each form of invoice or subscription order.","        “Payment Processor Services Agreement” means the Payment Processor’s service agreement in effect from time to time.","        “Muse Service(s)” means Interaxon’s services, including additional subscription services through the Muse Sensor Device application, Muse Direct, Muse Connect, Meditation Studio guided meditations, and Untangle podcasts.","The Muse Services may be varied from time to time by Interaxon.","Subject to the licenses granted to you pursuant to these Terms, the Muse Services include the documentation and materials and access to or use of Interaxon’s Websites and Branding Elements.","        “Privacy Policy” means our privacy policy which applies to your use of our websites, hardware, software, and/or services and describes the kinds of personal information that is collected about you, how it is used, how it is protected, and under what circumstances it is shared with third parties.","The Privacy Policy also describes the decisions you can make about your personal information.","It can be viewed at http://www.choosemuse.com/legal.","We may modify the Privacy Policy at any time.","        “Sensor Device” means any device or system of devices designed and/or developed by or on behalf of Interaxon, in whole or in part, which includes sensors that monitor users’ electrical activity of the brain, muscle activity, heart rate, heart rate variability, motion, respiration rate, eye movement and other signals.","Sensor Devices may include sensing devices such as headbands.","        “Software” means our proprietary software including any updates and upgrades to such software.","        “Third Party Application(s)” means any software, application, in-application purchases, technology, standard or specification, product, service or website developed by or on behalf of a third party for installation and/or use in conjunction with any Muse Services including products and services provided by members of Interaxon’s Alliance Program.","For clarity, Interaxon’s products and services specifically exclude Third Party Applications and Third Party Applications will not be treated, construed or interpreted as being supplied, authorized, endorsed or otherwise provided by or on behalf of Interaxon.","        “User Content” means anything generated by you, anyone authorized by you, your clients or on your behalf through or as a result of the use of any Muse Service including written text, software, music, graphics, photographs, images, sounds, videos, messages, data, data feeds, metadata and personally identifiable information.","        “Websites” means any domain or website provided by Interaxon used for the Muse Services.","    RIGHT TO USE MUSE SERVICES","        Evaluation Purposes (If Applicable).","If the applicable invoice, subscription or Interaxon product description specifies that you are entitled to a trial period, such trial period will be limited to seven (7) days unless the invoice, subscription, or Interaxon product description specifies another period during which you may evaluate the Muse Service (“Trial Period”) and, notwithstanding anything else, in connection with such evaluation: (a) no fees will be payable by you during the Trial Period for the Muse Service you are evaluating; (b) access to the Muse Service will be provided “AS IS” and without any warranty; (c) unless otherwise specified in the invoice, subscription or Interaxon product description, you may terminate and/or cancel the evaluation during the Trial Period; (d) we may in our sole discretion, reduce or increase the Trial Period; and (e) in accordance with these Terms, we grant to you a limited personal, non-transferable, non-sublicensable, revocable and non-exclusive license during the Trial Period to access and use the Muse Service only for your internal evaluation and non-commercial use.","        License Grant.","In compliance with these Terms, and subject to your payment of all applicable fees (including applicable fees for all of your Authorized Users), we grant you a limited personal, non-transferable, non-sublicensable and non-exclusive right during the Term for you and your Authorized Users to access and use the applicable Muse Service(s).","        Scope of Use.","You may access and use, or authorize your Authorized Users to access and use, the Muse Service only for your and your Authorized Users’ personal and internal business and research purposes.","Except to the extent that you are authorized by Interaxon in an Amendment (in which case additional and/or different terms and conditions may apply to you), you are not permitted to provide or resell the Muse Service to anyone on a standalone basis.","You agree to ensure that Authorized Users comply with these Terms and all applicable fees for the Muse Service are paid to Interaxon in relation to the use of the Muse Service by all Authorized Users.","We may, by Amendment, change the scope of your use of the Muse Services.","If you wish to develop any applications for use with Sensor Device(s), or any other devices that use our Intellectual Property Rights, you may not do so under these Terms, and you must contact us at http://www.choosemuse.com/contactsupport and enter into an appropriate agreement with us.","You agree to use the Muse Service only for purposes as permitted by these Terms and in compliance with any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.","We reserve the right to modify or impose any limitations on the use of the Muse Service at any time, with or without notice to you.","Notwithstanding anything to the contrary, unless authorized by an Amendment, the Muse Service may not be accessed by a direct competitor of Interaxon.","        End User License.","Our Software is subject to the applicable End User Licence Agreement in effect from time-to-time as located at www.choosemuse.com/legal (or as may otherwise be made available to you through the Muse Service or the Software from time to time).","        Informational Purposes Only.","You acknowledge that you are aware that: (a) content generated or found through the Muse Service and the Sensor Devices is for informational purposes only and is not intended to replace the relationship between a user and the researcher or the user’s physician or other healthcare other professional; (b) the Sensor Device is not a medical device and the information generated by the Sensor Device is not medical information; (c) the Sensor Device and associated applications are not designed to treat or diagnose any disease or medical condition; and (d) we are not a licensed medical or healthcare care provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind.","As at the Last Updated Date, our products and services are not Health Insurance Portability and Accountability Act (HIPAA) compliant.","    OBLIGATIONS","        Service Level Terms.","Subject to the Terms, we will use commercially reasonable efforts to provide you access to the Muse Service.","We do not make any commitment that any Muse Service will be available at all times and you agree that you are not eligible for any refunds, credits or other compensation for any down time.","        Updates.","From time to time, we may (but are under no obligation to) provide upgrades, patches, enhancements or fixes for the Muse Services to our users generally without additional charge (“Updates”), and such Updates will become part of the Muse Service and subject to these Terms.","We may cease supporting old versions or releases of Muse Services at any time in our sole discretion.","    USE OF THE SERVICE","        Account.","You may be required to establish an account and have the ability to pay any fees through Payment Processors in order to use the Muse Service and/or take advantage of certain features.","If so, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Muse Service; and (b) as permitted, maintain and promptly update such information.","If you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate, outdated, or non-compliant with these Terms or the Privacy Policy, we have the right to suspend or terminate and/or cancel your account and/or prohibit any and all current or future use of the Muse Service by you.","You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account.","We advise against sharing your password with anyone and if anyone else has access to your password, then you are responsible for any their actions.","You need to prevent unauthorized access to your account by selecting and protecting your password and/or other sign-in mechanism appropriately and limiting access to your computer, browser, or mobile device by signing off after you have finished accessing your account.","Your account is meant to be private and you will not share accounts for any reason.","You agree to immediately notify us at http://www.choosemuse.com/contactsupport of any unauthorized use of your password or account or any other breach of security.","You agree to be responsible for all charges resulting from the use of your account via the Muse Service and will indemnify us for any losses we suffer due to your use or misuse of the Muse Service including charges resulting from any unauthorized use of your account.","Unless otherwise agreed in an Amendment, user subscriptions cannot be shared or used by more than one individual user.","Notwithstanding anything to the contrary, you acknowledge and agree that we may access, use, preserve and/or disclose your account information if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce the Terms including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect our rights, property or safety of the rights, property or safety of our users or the public as considered necessary by us or permitted by law.","        Unlawful and Restricted Uses.","You agree to use the Muse Service only for lawful purposes and that you are responsible for your use of the Muse Service and your communications and User Content.","You may not and will not permit or facilitate any other person to:","            except as expressly permitted under Section 2.1 (Evaluation Purposes (If Applicable)) or Section 2.2 (License Grant), reproduce, copy, duplicate, license, rent, lease, loan, pledge, trade, sublicense, sell, resell, transfer, assign, convey, distribute, export or otherwise commercially exploit or make available to any third party any Muse Service or otherwise grant or transfer rights to any Muse Service, or any rights granted herein, in any form or by any media (electronic, mechanical, photocopy, recording, or otherwise);","            directly or indirectly: (a) reverse engineer, decompile, disassemble, debug, hook, spoof, pirate or otherwise attempt to discover or reconstruct the source code, object code or underlying structure, ideas, know-how, techniques or algorithms relevant to any Muse Service or Sensor Devices; (b) modify, adapt, alter, edit, correct, publish, enhance, translate or create derivative works based on any Muse Service (except to the extent expressly authorized in an Amendment or expressly authorized within the Service); or (c) alter, remove, cover or otherwise obscure any copyright notices, trademark notices, other proprietary notices or labels, or any other intellectual property rights attaching to, displayed on or within any Muse Service, or any associated software, documentation or other materials or on or within the Sensor Device;","            access the Muse Service in order to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any Muse Service, or (c) copy any ideas, features, functions or graphics of any Muse Service;","            interfere with or disrupt the integrity or performance of any Muse Service;","            attempt to gain unauthorized access to any Muse Service or its related systems or networks;","            use any Muse Service in any manner that interferes with its normal operation or with any other user’s use of the Muse Service or our other products and services;","            probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;","            send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;","            send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material including material harmful to children or in violation of privacy rights;","            send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;","            interfere with or disrupt the integrity or performance of any Muse Service or the content or the data contained therein;","            attempt to gain unauthorized access to any Muse Service or its related systems or networks;","            access, tamper with, or use non-public areas of the Websites, our computer systems, or the technical delivery systems of its providers;","            access or search or attempt to access or search the Websites by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in an Amendment;","            forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use any Muse Service, to send altered, deceptive or false source-identifying information;","            interfere with, or disrupt, the access of any user, host or network including sending a virus, overloading, flooding, spamming, mail-bombing any Muse Service, or otherwise creating an undue burden on any Muse Service; or","            use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Websites.","            We reserve the right to interrupt, terminate and/or cancel, or restrict access to any Muse Service without notice to you and without any liability if you fail to comply with any obligation under the Terms or any other agreement with us or if we suspect illegal, fraudulent, or abusive activity.","You agree to cooperate with us in any investigation and use reasonable measures prescribed by us from time to time to address any issues or concerns identified by us.","If we, in our sole discretion, believe that you have engaged in or facilitated practices that: (A) are in breach of the Terms, (B) are offensive, illegal or violate our rights or the rights of others, (C) violate any terms of use or guidelines or policies, or (D) could result in liability for us, then we have the right (but not the obligation), without notice, to terminate and/or cancel your access to and/or use any Muse Service, or delete information posted or stored to through the Muse Service, all without any recourse against us.","        Access.","Creating or maintaining any link from another application to any page at the Websites without the prior authorization of Interaxon is prohibited.","Running or displaying the Websites, or any information or material displayed via the Websites in frames or through similar means on another website or application without the prior authorization of Interaxon is prohibited.","Any permitted links to the Websites must comply with all applicable laws, rule and regulations.","        Local Law.","Interaxon makes no representation that materials contained, described or offered via any Muse Service are accurate, appropriate or available for use in all jurisdictions, or that these Terms comply with the laws of any particular country.","Users of the Muse Service use the Muse Service on their own initiative and are responsible for compliance with all applicable laws.","Notwithstanding anything to the contrary, you agree that you and your users will not access the Muse Service from any territory where it is illegal, and that you and your users, and not Interaxon, are responsible for compliance with applicable law.","        Third-Party Applications.","During use of the Muse Service, you may download, install, register for, access, use and/or acquire Third Party Applications as a matter of convenience.","Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable the Third Party Application provider.","You agree that you will comply with any license agreements and restrictions applicable to such Third Party Applications.","Interaxon and its licensors will have no liability, obligation or responsibility in relation to such activity.","Interaxon does not endorse or control any Third Party Applications.","You will access and/or acquire such Third Party Applications at your own risk and in no event will Interaxon or its licensors be responsible for any content, products, or other materials on or available from third parties (even if they are acquired through Interaxon).","    COMPENSATION","        Compensation.","You will pay amounts specified in each invoice or subscription.","You must make payments in advance, unless the applicable invoice or subscription contains payment terms that are different.","Unless otherwise specified in the invoice or subscription, unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination and/or cancellation of your access to or use of the Muse Service.","You will be responsible for all taxes associated with the Muse Service other than taxes based on our net income.","Your access to and/or use of the Muse Service may be terminated or cancelled without notice for any unpaid and due amount.","We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Muse Service.","Unless otherwise specified in the invoice or subscription, all amounts under the Terms are payable in U.S. dollars.","Any amounts paid by you are non-refundable.","        Compensation Collection.","Payment processing services for the Muse Service are provided by a Payment Processor and you are subject to the applicable Payment Processor Services Agreement.","By agreeing to the Terms or continuing to use the Muse Service, you agree to be bound by the Payment Processor Services Agreement, as it may be modified by the Payment Processor from time to time.","        Changes to Fees.","We will not increase the fee for the Initial Term (as hereinafter defined), however, subject to your agreement to pay additional amounts, incremental fees may be charged where new or additional functions are added or become available to you.","        Reports, Records and Audit.","You must ensure that you, and anyone representing you, comply with Interaxon’s ordering and reporting requirements in effect from time-to-time, which may include providing Interaxon with written reports on the use of the Muse Services by you and your Authorized Users in the format, for the period and within the timelines as specified by Interaxon.","To permit Interaxon to confirm compliance with this Agreement and applicable laws, while this Agreement remains in effect and for a period of two (2) years thereafter, you must keep accurate records including records about: (a) the use of Muse Services by you and your Authorized Users; (b) any use of Interaxon’s trademarks and other intellectual property; and (c) compliance with the obligations of this Agreement.","To assure such compliance, Interaxon and/or its auditors may inspect, both while this Agreement remains in effect and for a period of two (2) years thereafter, such records from time-to-time.","Any such audits shall be conducted during regular business hours and shall not interfere unreasonably with your normal activities.","If an audit reveals that you, or an Authorized User, has not complied with the obligations of this Agreement, you may be required to pay Interaxon’s reasonable costs of conducting the audit.","This section 5.4 does not apply to you if you are using the Muse Service for your personal use only.","    INTELLECTUAL PROPERTY RIGHTS","        Ownership.","As between you and us, we will at all times be and remain, the sole and exclusive owner of the Interaxon Materials and all Intellectual Property Rights pertaining thereto.","Nothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to any Muse Service, Interaxon Materials or any derivatives of such, other than the license rights specifically set forth herein.","Your sole rights thereto will be only those rights granted by Interaxon under these Terms.","        Marks and other Intellectual Property.","All Branding Elements are either our property or the property of our Affiliates or licensors.","We retain the right to rescind and terminate and/or cancel the limited license granted hereunder at any point, for any reason.","All rights not expressly granted herein by us to you are fully reserved by us, our Affiliates and licensors.","Some product names, logos, brands, and other trademarks featured or referred to within a Muse Service may not be owned by Interaxon, and are the property of their respective trademark holders.","These trademark holders are not affiliated with, nor do they sponsor or endorse, Interaxon, the Muse Service and/or Interaxon’s products and services.","Further, you are granted no right or license in any of the aforesaid Branding Elements, and further agree that you will not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) contained within the Muse Services.","Each time you wish to use any of our Branding Elements, you must ensure that you comply with the then-current version of the Branding Guidelines.","As between you and us, we will at all times be and remain, the sole and exclusive owner of the Branding Elements and all our Intellectual Property Rights.","Nothing in the Terms will be deemed to grant or assign to you any proprietary or ownership interest or Intellectual Property Rights in or to Branding Elements or any derivatives of such.","You will continually use your best efforts to protect Interaxon’s trademarks, trade names, patents, copyrights, and other proprietary rights, but will not initiate legal action against third parties for infringement thereof.","You will promptly notify Interaxon of any infringement or improper or unauthorized use of which you have actual knowledge.","    CONFIDENTIALITY","        Confidentiality.","In connection with the products and services provided to you under these Terms, you may, from time to time, be exposed to and may be furnished with certain information, material or data relating to Interaxon’s products and services that are either specifically identified as confidential prior to or at the time of disclosure or would reasonably be considered confidential in the industries in which Interaxon operates.","During the term of the Terms and for a period of five (5) years thereafter, you will keep confidential and not reveal or disclose to any third party any such proprietary or confidential information, material or data of Interaxon.","You will be directly liable for the acts or omissions of your employees, agents, contractors and other authorized parties with respect to such confidentiality obligations.","You agree to protect the Confidential Information with the same standard of care and procedures which you use to protect your own trade secrets, proprietary information and other confidential information and, in any case, not less than a reasonable standard of care.","The provisions of this paragraph will not apply to information that is or becomes publicly available through no fault of your own or your representatives, or information that is required to be disclosed pursuant to a court order or any applicable laws, rules or regulations.","Interaxon’s Confidential Information includes: (a) any test results relating to the Muse Services; (b) Interaxon software’s source code; (c) technical specifications related to the Muse Services; (d) any non-publicly available pricing and Interaxon Materials; and (e) except for User Content, all technology, know-how, algorithms, testing procedures, software, structure, interfaces, specifications, reports, analysis and other technical information learned, accessed or derived by you pursuant to these Terms or pursuant to your use of or access to the Muse Service and/or Sensor Devices.","        Publicity; Credit.","Except where you are merely evaluating Interaxon’s software or products, Interaxon will have the ability to issue a press release in connection with the Terms and use your logo on the Interaxon website and other marketing materials.","        Data Collection.","In carrying out its obligations and obtaining the benefits under the Terms, each Party will comply with applicable laws relating to their scope of responsibility, including applicable privacy laws.","Any information that: (a) identifies you, Authorized Users or Sensor Device users whose information is shared by you or with your permission through the Muse Service (“Sensor User(s)”; (b) is considered personal information in accordance with applicable privacy and data protection laws; and (c) Interaxon or its service providers collect, use, and/or disclose is governed by Interaxon’s Privacy Policy.","Your use of any Muse Service indicates your acceptance of the terms of the Privacy Policy.","Interaxon will not use information that identifies you, Authorized Users, or Sensor Device users that is accessed or collected by us through the provision of the Muse Services for any purposes other than those expressly permitted by the Terms and/or the Privacy Policy.","        User Content.","All User Content is the sole responsibility of the person who originated such content.","You acknowledge that all User Content you transmit (including any User Content you export from the Muse Service) or access using the Muse Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.","You remain solely responsible for all User Content that is transmitted (including any User Content you export from the Muse Service) in connection with the Muse Service, and you warrant that you possess all rights necessary to provide and share such User Content.","Interaxon reserves the right to remove from any Muse Service any User Content that Interaxon, in its sole discretion, believes to be objectionable.","You understand that, by providing User Content in connection with the Muse Service, you hereby grant Interaxon a non-exclusive, irrevocable, worldwide, royalty-free license to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use User Content in any media now existing or developed in the future only so far as required to deliver Interaxon services and products.","You waive any rights of publicity, moral or other similar such right with respect to User Content while used in accordance with the preceding sentence.","Further, you represent and warrant that: (a) you have all the rights necessary to grant Interaxon such license; and (b) you are responsible for User Content that may be lost or unrecoverable through your use of the Muse Service.","We recommend that you create and maintain regular backups of all User Content and associated data.","We reserve the right to place service limits (including as to volume of data and time) on the User Content and associated data stored or retained by or on behalf of Interaxon.","    WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY","        Warranty and Disclaimer.","YOUR USE OF THE MUSE SERVICE IS AT YOUR SOLE RISK.","THE MUSE SERVICE AND THE ASSOCIATED SOFTWARE, MATERIALS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.","WE, OUR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, “INTERAXON PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.","INTERAXON PARTIES MAKE NO WARRANTY THAT: (I) ANY MUSE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE MUSE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE MUSE SERVICE WILL BE ACCURATE OR RELIABLE OR APPROPRIATE OR APPLICABLE TO YOUR USE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL INCLUDING ANY SOFTWARE, MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH ANY MUSE SERVICE, WILL MEET YOUR EXPECTATIONS OR NEEDS; (V) ANY DATA STORED OR RETAINED BY INTERAXON WILL BE FREE FROM LOSS OR CORRUPTION OR AVAILABLE INDEFINITELY; OR (VI) ANY ERRORS WILL BE CORRECTED.","INTERAXON DISCLAIMS ANY LIABILITY FOR ANY CONSEQUENCES DUE TO USE, MISUSE OR INTERPRETATION OF INFORMATION CONTAINED, OR NOT CONTAINED, IN ANY MUSE SERVICE.","SENSOR DEVICES AND MUSE SERVICES MAY NOT FUNCTION AS INTENDED OR EXPECTED.","IF YOU CHOOSE TO USE THE MUSE SERVICE AND SENSOR DEVICES, YOU ASSUME ALL RISK OF HARM OR LOSS ASSOCIATED WITH YOUR USE THEREOF.","        Exclusion of Damages.","INTERAXON PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO ANY DATA OR THE USE OF OR INABILITY TO USE ANY MUSE SERVICE OR ANY CONTENT INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE MUSE SERVICE OR THE WEBSITES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF TRANSMISSIONS OR DATA, OR FOR ANY LOSS OF DATA OR THE PROVISION OF INCORRECT DATA; (IV) FOR ANY LOSS OF INCOME, BUSINESS, PROFIT, ANTICIPATED REVENUE OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (EVEN IF INTERAXON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND REGARDLESS OF WHETHER SUCH LOSS IS DIRECT OR INDIRECT); OR (V) FOR ANY OTHER MATTER RELATING TO ANY MUSE SERVICE OR ANY THIRD PARTY (INCLUDING: (a) END USERS OF THE SENSOR DEVICE; AND (b) OUR LICENSORS, SERVICE PROVIDERS AND PAYMENT PROCESSORS).","THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES INTERAXON PARTIES OF THE POSSIBILITY OF SUCH DAMAGES.","THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.","THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE MUSE SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.","NOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY INTERAXON TO ANY THIRD PARTY (INCLUDING END USERS), DIRECTLY OR AS A THIRD PARTY BENEFICIARY, WITH RESPECT TO ANY OF THE SERVICES PROVIDED HEREUNDER.","        Limitation of Liability.","NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF INTERAXON PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE FEES PAID BY YOU DIRECTLY TO INTERAXON FOR LICENSES GRANTED BY INTERAXON HEREIN SOLELY AND DIRECTLY TO YOU PURSUANT TO THESE TERMS IN THE SIX MONTHS IMMEDIATELY PRIOR TO SUCH CAUSE OR CLAIM ARISING.","SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES.","ACCORDINGLY, TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.","INTERAXON PARTIES WILL NOT BE LIABLE FOR: (i) CLAIMS ASSOCIATED WITH MODIFICATIONS OR ADAPTATIONS PERFORMED BY ANYONE OTHER THAN INTERAXON; OR (ii) USE OF THE MUSE SERVICE WITH PRODUCTS OR SERVICES THAT ARE NOT PROPRIETARY TO INTERAXON (EVEN IF SUCH PRODUCTS OR SERVICES DISPLAY INTERAXON BRANDING ELEMENTS).","        Indemnification.","You (on behalf of the organisation you represent (if applicable) and users of the Muse Service and the Sensor Devices) agree to indemnify, defend and hold harmless Interaxon Parties against all judgments, awards, settlements, liability, penalties, fines, claims, demands, causes of action, losses, expenses, damages and costs (including any court costs and reasonable attorneys’ fees), resulting or arising from or relating to: (a) your access to or use of any Muse Service, (b) any activity related to your account by you or any other person permitted by you, (c) your breach of the Terms, (d) your infringement or violation of any rights of another, or (e) your negligence or willful misconduct.","We reserve the right to assume, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.","        Third Party Indemnification.","You agree to indemnify, defend and hold harmless Interaxon Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from any such claims made against the Interaxon Parties by third parties.","    TERMINATION AND/OR CANCELLATION","        Term.","Subject to earlier termination and/or cancellation in accordance with these Terms, these Terms will continue for the initial term as specified in the applicable form of invoice or subscription order, if any, and if no term is specified, the Terms will have an initial term of 12 months commencing on the date you are first provided access to the Muse Service pursuant to the Terms (“Initial Term”) and, unless otherwise specified in the applicable invoice or subscription, these Terms will be automatically renewed for additional periods of the same duration as the Initial Term, on the same terms and conditions as the Terms, except for any changes to fees and any modifications Interaxon makes to these Terms, unless either Party terminates and/or cancels the Terms prior to the end of the then-current term.","The Initial Term and any subsequent renewals will collectively be referred to as the “Term”.","For clarity, if you are participating in a trial immediately preceding your paid subscription, the first day of your Initial Term will start on the earlier of: a) first day following the end of the Trial Period; and b) the first day of your paid subscription.","        Termination and/or Cancellation.","These Terms will terminate in each of the following events: in accordance with the Payment Processor Terms; if the other party materially defaults in the performance or observance of any of its obligations under these Terms and does not remedy the default within 15 days after receiving notice; at the option of either party, if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof; or at the option of either party, upon 30 days written notice, delivered to the other Party in accordance with Section 10.1 (Notices), provided that no amounts previously paid are refundable.","        Effect of Expiration or Termination and/or Cancellation.","Upon expiration or earlier termination and/or cancellation of the Terms, unless otherwise specified in the Terms, all rights granted to each Party herein shall forthwith revert to the granting Party, including the following consequences: (a) any compensation accrued but not paid will become immediately due and payable; and (b) your right to access and use the Muse Service will immediately terminate and/or cancel, you will immediately cease all use of the Muse Service, and you will destroy or return to us and make no further use of any confidential information or proprietary materials, or other items (and all copies thereof) belonging to us including any Software.","All sections of the Terms which by their nature should survive termination and/or cancellation will survive termination and/or cancellation including accrued rights to payment, confidentiality obligations, governing law, disclaimers, and limitations of liability.","Further, you will have no right to receive any refund of any prepaid amounts if you terminate and/or cancel during the applicable Term or if we terminate and/or cancel for cause.","If the Sensor Device and the Muse Service were acquired as a “bundle”, upon termination or expiration of these Terms, notwithstanding Interaxon’s Limited Warranty for the Sensor Device, Interaxon may be relieved of its obligations to repair or replace the Sensor Device.","        Payments Due before Termination and/or Cancellation.","Payments due before the termination and/or cancellation of the Terms will still be payable by you at the time of such termination and/or cancellation.","In addition, if you breach any of the Terms including failing to pay any sum that is due, in addition to any other remedies, you will reimburse us for all attorneys’ fees, court, collection, and other costs incurred by us in the enforcement of our rights under these Terms.","    MISCELLANEOUS","        Notices.","All notices, requests, demands, approvals, requests for approvals or other communications under the Terms will be in writing.","Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail, return receipt requested if confirmed by return receipt, (iii) upon delivery when delivered by Federal Express or other recognized international overnight courier, (iv) upon receipt when sent by fax with confirmation, provided, however, that it will be deemed delivered the next business day if sent on a non-business day or after 5pm Toronto, Ontario time on a business day; and (vi) by email to you if sent by us to any email address provided to us.","Notwithstanding anything to the contrary, notice will be sufficiently given to you, if provided by us to you via any email address provided to us or through the Muse Service, or by posting communications on http://www.choosemuse.com.","Addresses for the purpose of giving notice may be set forth on the applicable form of invoice or subscription.","Copies of any notice given by you to us must also be delivered to: Interaxon Inc. Attention Legal Department, Suite 900, 555 Richmond Street West, Toronto, Ontario, Canada M5V 3B1.","A party’s address for notice may be changed by that party providing notice to the other party in accordance with this Section 10.1 (Notices).","        Merger/Modification.","Each Party acknowledges that it has read the Terms, it understands them, and agrees to be bound by them, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms.","We are not, and will not be, bound by any provision of your purchase order, correspondence, or otherwise.","Interaxon reserves the right to change, amend or modify the terms of these Terms, or the availability of any Muse Service from time to time.","In such instance, you may be required to accept and agree to the new terms of these Terms.","If you do not agree to any such new terms, you must cease or terminate your use of the Muse Service.","Your continued use of the Muse Service after any modification to any of these Terms will be deemed to constitute your acceptance of any such new terms, conditions or modifications.","        Limitations on Use.","Interaxon may impose certain limitations on the use of the Muse Service including allocating certain levels of storage capacity to your account, restricting the number of accounts you may register, restricting the number of clients connected to your account, and/or restricting the amount of data available to you from each client or user.","You agree to use the Muse Service only for purposes as permitted by the Terms and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.","Interaxon reserves the right to modify or impose any limitations on the use of the Muse Service at any time, with or without notice to you.","        Governing Law.","These Terms shall be governed by and construed in accordance with the laws as specified below (“Governing Law”), excluding conflicts of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods.","Each Party irrevocably consents and submits to the exclusive jurisdiction of the courts as specified below and waives any objection thereto on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law.","The parties waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.","No action arising out of the Terms or your use of the Muse Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).","        Where your primary address is located in: Canada, Caribbean, South America, or any other region or country not listed in subsections (ii) – (iii) inclusive below: the Governing Law of this Agreement is the laws of the Province of Ontario, Canada and the courts of the city of Toronto, Ontario, Canada shall have exclusive jurisdiction; United States of America: the Governing Law of this Agreement is the laws of the State of New York and the courts of the county of New York, New York, U.S.A. shall have exclusive jurisdiction; and Europe (including Greenland), the Russian Federation, Middle East or Africa: the Governing Law of this Agreement is English law and the courts of the city of London, England shall have exclusive jurisdiction.","            If there is any uncertainty or disagreement about the location of the End User’s primary address, then the Parties agree that sub-section (i) shall apply.","        Severability.","If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.","Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.","        Feedback.","You may (but are not required to) provide feedback, comments and suggestions, including in respect of or concerning any improvements, errors, modifications, corrections, enhancements or derivatives (collectively, “Feedback”) to Interaxon concerning the Muse Service, Sensor Devices or any other intellectual property of Interaxon.","You hereby grant to Interaxon a non-exclusive, perpetual, irrevocable, paid-up, transferable, sub-licensable, worldwide license under all intellectual property rights covering such Feedback to use, disclose and exploit all such Feedback for any purpose.","Interaxon may develop technology, modifications, corrections, enhancements, derivatives or extensions (collectively, “Improvements”), and further may also develop branding elements based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property registrations, will be owned exclusively by Interaxon.","You agree to execute such further documents and instruments as may be required to confirm such ownership by Interaxon.","You represent that the Feedback: (i) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (ii) will not violate any law, statute, ordinance or regulation; (iii) will not be obscene or contain child pornography; and (iv) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.","        Force Majeure.","The Muse Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications.","Interaxon is not responsible for any delays, deliver failures, or other damage resulting from such problems.","In addition, neither you nor Interaxon will be liable for any failure or delay in performance of these Terms which are caused by something that is in the control of third parties or circumstances beyond the reasonable control of a party (collectively, “Force Majeure”).","Force Majeure events shall include (but not be limited to) acts of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment, software or services (including the internet and telecommunication services); or material or something else required for the performance of obligations under this Agreement.","Notwithstanding the forgoing, under no circumstances will a party’s obligation to pay any amount under these Terms be obviated by an event of Force Majeure.","        Miscellaneous.","We may assign the Terms in whole or in part.","You may not assign the Terms in whole or in part.","A waiver by either Party of any terms or conditions of the Terms in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.","All remedies, rights, undertakings, obligations and agreements contained in the Terms will be cumulative, and none of them will be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.","The Parties are not employees, agents, partners or joint venturers of each other.","Neither Party will have the right to enter into any agreement on behalf of the other.","The headings and titles of the Terms are not part of the Terms, but are for convenience only and are not intended to define, limit or construe the contents of the various sections.","Notwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, will continue and survive, including Sections 5 (Compensation), 6 (Intellectual Property Rights), 7 (Confidentiality), 8 (Warranties; Limitation of Liability; Indemnity), 9 (Termination and/or Cancellation) and 10 (Miscellaneous).","Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms will be paid by the Party incurring such costs and expenses.","The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein.","It is the express wish of the parties that the Terms and all related documents have been drawn up in English.","C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.","If these terms are translated in a language other than English, to the extent of any conflict between the English version and the translated version, the English version will 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