TERMS OF SERVICE

TERMS OF SERVICE

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH NEUROVISION IMAGING, INC. D/B/A BRAINHEALTH (THE “COMPANY”), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These Terms of Service (“Terms”) constitute the agreement between BrainHealth (referred to as “us”, “we”, or “our” as the context may require) and you. These Terms govern your use of and access to our products, software, services, and website (including but not limited to text, graphics, images, and other material and information) as accessed from time to time by you, regardless if the use is in connection with an account or not (collectively, the “Services”).

Please read the Terms carefully, and any policies, guidelines or rules applicable to such Services, as they constitute a legal agreement between BrainHealth and you. These Terms are an integral part of the Website Terms of Use that apply generally to the use of our website, through www.brainhealth.net (the “Site”). We also encourage you to review our Privacy Policy for additional information. Of course, if you do not agree with our Terms or any other policies, then do not use the Services. You can delete your account at any time.

These Terms apply to you if you live in the United States or if you access our Services in the United States.

These Terms apply to the purchase and sale of products and services on our Site. These Terms are subject to change by BrainHealth without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

1. Your Representation And Warranty

By using the Services or creating an account, you represent, warrant and agree that:

1. You can form a binding contract with BrainHealth;

2. You have read these terms, you understand them, and agree to be bound by them;

3. You are not a person barred from receiving the Services under the laws of the jurisdiction from which you use the Services;

4. You are at least 18 years old;

5. Any sample you provide to us is either your own, or the sample of a minor for whom you are a parent or legal guardian, or the sample of a person for whom you are a legally authorized representative; and

6. You will not use the Services for any investigative forensic genealogy uses.

2. Access To Our Online Services And Tools

a. Accounts

In order to use the membership Services offered on our Site, you may be required register for an account (“Account”) on a partner website and provide certain information about yourself as prompted by a registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us or in accordance with the terms and conditions of our partner website, of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

b. Access to Features of Online Services

Subject to these Terms, we grant you a limited, non-exclusive, nontransferable personal license to (a) access and use the Site and Services and (b) download, install and operate any software (in object code form only), scripts and other content that we may from time to time have specifically identified within the Site as available for download (“Downloadable Tools”) (if any). The Downloadable Tools, if offered, are deemed part of the “Service” and will be subject to these Terms. Your use of any Downloadable Tools may be subject to additional terms and conditions that accompany such Downloadable Tools.

c. Collection of Personal Health Information.

We may collect certain personal health information or genetic information through this Site to provide certain risk assessments based on the information you enter. This is an optional service and the personally identifiable information requested, like the email address, is optional. Additionally, for using the Services, you will be required to us and register an account on another website, owned and operated by a third-party provider, which will collect and process certain personal health information you will provide, subject to the terms and conditions of such third-party website. The terms and conditions of use and the privacy policy set out on such third-party website will constitute your legal contract (with such third party) for the collection and processing of the information you provide on such website. If you do not agree to use the third-party website, you may not be able to use our Services.

3. General Restrictions On Use

1. The rights granted to you by these Terms will remain in force only for so long as these Terms remain in effect.

2. You may not rent, transfer, assign, commercially exploit, resell or sublicense access to the Service to any third-party.

3. You may use the Site and the Services only for your personal, non-commercial purposes.

4. You further agree not to combine or integrate the Site and the Services with hardware, software or other technology or materials not provided by us.

5. You may not modify or create any derivative product based on the Site, the Site and the Services.

6. You may not decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Site and the Services is compiled or interpreted, and nothing in these Terms should be interpreted as granting you any right to obtain or use source code.

7. Except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

8. Any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. You agree not to use the Site and the Services to: (a) violate any local, state, national or international law; (b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.

9. Without our written consent, you may not (i) use any high volume, automated, or electronic means to access the Services (including, without limitation, robots, spiders or scripts); or (ii) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.

10. You promise that any information about yourself that you voluntarily provide to us will be true, accurate, complete and current.

4. Use Of Third-Party Offerings And Services

a. You may be able to access websites, content, products or services provided by third-parties through links that are made available on the Site. We refer to all such third-party websites, content, services and products as “Third-Party Offerings.” For example, we may permit third parties to advertise their products and services on the Site, and those advertisements may contain links to the website(s) of the advertisers. If you elect to use such Third-Party Offerings, you understand that your use of them will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that these Terms do not themselves grant you any rights to access, use or purchase any Third-Party Offerings.

b. To use our Services, you may be required to use certain third-party services which are linked to this Site or to which you are redirected to from this Site, if you choose to purchase our Services. For example, you are required to use a third-party website to provide certain information required for providing the Services and Products to you. However, your use of the third-party services and the third-party website shall be subject to the terms and conditions of such third-party provider, should you agree to use such third-party website and the services provided thereon. Your legal contract will be directly with such third-party provider, and you acknowledge that the Company shall not be responsible for the acts or omissions or such third-party provider.

5. Ownership

a. You acknowledge and agree that:

1. All uses on this Site of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price” and the like mean the purchase or sale of a license. Each product and service marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license agreement posted with/made available to you through a link accompanying the display or description of that specific product or service.

2. You will comply with all terms and conditions of the specific license agreement for any product or service you obtain through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services.

3. You will not cause, induce or permit others’ noncompliance with the terms and conditions of any of these product and service license agreements.

4. BrainHealth and its licensor(s) are and will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product’s or service’s license agreement. As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Site and the Service, and all related intellectual property rights, other than User Content. You do not and will not have or acquire any ownership of any intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.

b. Company and its suppliers reserve all rights not granted in these Terms. Unless you first obtain the copyright owner’s prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Site or the Services. If you provide Company any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to Company all rights in the Feedback and agree that Company shall have the right to use such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.

c. All trademarks, logos and service marks (“Marks”) displayed on the Site or Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

6. User Content

a. User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site or Services (e.g., content in the user’s profile, photographs, or other postings). You are solely responsible for your User Content and assume all risks associated with use of your User Content. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (as defined below hereinafter). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content (and not Company), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire.

b. License. You hereby grant, and you represent and warrant that you have the right to grant, to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license and authorization to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content (including your name, photograph, and likeness) and to grant sublicenses of the foregoing, for the purposes of including your User Content in the Site, Services, Company’s other products and services, and Company’s marketing materials or endorsements. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

7. Acceptable Use Policy

The following sets forth Company’s “Acceptable Use Policy”:

a. You agree not to use the Services or this Site to:

1. upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status;

2. impersonate any person or entity, including, but not limited to, anyone affiliated with us, or falsely state or otherwise misrepresent your affiliation with a person or entity;

3. add your own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;

4. “stalk” or otherwise harass another;

5. upload, post, email, or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

6. use any information received through the Services to attempt to identify or contact other customers;

7. download any file posted by another user of the Service that you know, or reasonably should know, cannot legally be distributed in such manner;

8. upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of the Company or any other party;

9. harm minors in any way;

10. advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages;

11. upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law;

12. upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

b. You agree not to:

1. use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in this Site, unless explicitly permitted by us;

2. engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of this Site;

3. attempt to or actually override any security component of our web services;

4. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

5. violate these Terms, any code of conduct or other guidelines which may be applicable for any particular area of the Service or have been communicated to you by anyone affiliated with us or through this Site; or

6. intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.

c. Other Users. Each Site or Service user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Site or Service users are solely between you and such user. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site or Service user, we are under no obligation to become involved.

d. Release. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site or Service users. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

8. Violation Of The Terms And Enforcement

a. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.

b. You agree that Company may, in its sole discretion and without prior notice, terminate your access to the Services. You also agree that any violation by you of these Terms, including incorporated policies that have been communicated to you, will constitute an unlawful and unfair business practice, and will cause irreparable harm to BrainHealth, for which monetary damages would be inadequate, and you consent to BrainHealth obtaining any injunctive or equitable relief that BrainHealth deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies BrainHealth may have at law or in equity.

c. BrainHealth may preserve or disclose any information we have about you if we determine that such preservation or disclosure is necessary. Reasons for disclosure may include, but are not limited to: a connection with any investigation or complaint regarding your use of the Services, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) BrainHealth’s rights or property, or the rights or property of visitors to or users of the Services, including BrainHealth’s customers. BrainHealth reserves the right to preserve or disclose any information that BrainHealth deems necessary to comply with any applicable law, regulation, or valid legal process.

d. If BrainHealth does take any legal action against you as a result of your violation of these Terms, BrainHealth will be entitled to recover from you, and you agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to BrainHealth. You agree that BrainHealth will not be liable to you or to any third party for termination of your access to the Services as a result of any violation or suspected violation of these Terms.

9. Membership Or Subscription Services

Subject to these Terms, we provide exclusive access to certain products, personalized health reports, insights and advanced product feature to customers who purchase a membership plan through this Site (“Membership Services”).

a. Purchasing a Membership.

1. you must be at least the age of majority in the jurisdiction in which you are located in order to place an order with us for the Membership Services.

2. You are required to choose the applicable membership plan that you want to purchase from the different membership plans offered through this Site (“Membership Plan”). The Services you will receive as part of your applicable Membership Plan will be as set out on the Site. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate. If you have any questions regarding the Services you will receive under a given Membership Plan, we encourage you to reach out to us by contacting us on the Site. The order process is only available in the English language and we will not file a copy of any contract formed between you and us.

3. Your order for the Membership Services is an offer by you to enter into a subscription with us. We will confirm our acceptance of your order by sending you a confirmation email (the “Confirmation Email”). These Terms and the order will become legally binding on you and us when you place your order and each order shall incorporate the Terms and shall be a new and separate contract between you and us.

4. You will need to register an Account on a third-party website to receive our Membership Services, as mentioned above in Section 2.

b. Billing

1. Plans and Pricing. The Fees for our Membership Services (“Fees”) that is applicable to your Membership Plan will be stated at the time you purchase or sign-up for the subscription to the Membership Services (“Subscription”). All Fees will be assessed in the applicable currency of the user’s country of residence. Fees are billed at the start of the membership period you have selected or the membership period that applies to your Membership Plan (“Membership Period”), and at the start of each new billing period until you cancel the membership. For example, if you select a monthly membership, you will be billed at the start of each month until you cancel. If you select a quarterly, biannual, or yearly membership (if such plans are offered by us), you will be billed at the start of each quarter, half year, or year, as applicable. In each case the billing period will commence on the date you first receive access to the Membership Services, and will continue for the specified period at which point, unless you have terminated, you will be billed again and the Terms will renew in accordance with the plan you selected.

2. Payment Method. To use our Membership Services, you must provide a current, valid, accepted method of payment, and update such payment method, as may be required from time to time. You authorize us to charge any payment method associated with your Account for payment of the Fees. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the Membership Services until we have successfully charged a valid payment method. For some payment methods, the issuer may charge you certain fees, including processing fees. Check with your payment method service provider for details. BrainHealth is not responsible for those fees.

c. Changes to Membership Services offered.

We reserve the right to change our Membership Plans or our Membership Services in any manner and at any time as we may determine in our sole and absolute discretion, on advance notice to you. Without limitation, these changes may include changes to the price at which the Membership Services are offered, the renewal structure and term, and eligibility requirements to purchase a Subscription. Except as otherwise expressly provided for in these Terms, any such amendments or changes will take effect and apply to you following notice to you and would apply prospectively on your next renewal payment, unless you cancel your Subscription in accordance with these Terms. We will provide you with at least thirty (30) days’ advance notice of any changes by sending a message to the email address (or other contact information at our discretion) associated with your account, and as applicable, posting the revised Terms on our Site. You may refuse the amendment and cancel your Account without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than thirty (30) days after you receive notice of the new terms. Unless you notify us within thirty (30) days from the time you receive notice of the amendment that you do not agree to the new terms, you will be deemed to have agreed to the revised Membership Terms. If any change to these Membership Terms is unacceptable to you, you may stop using our Membership Services and delete your Account at any time. You acknowledge and agree that if you use the Membership Services after the date on which the Membership Terms have changed, we will treat your use as acceptance of the revised Terms.

d. Cancellation; Effect of Cancellation.

1. You can cancel your Subscription at any time using your Account Settings. Upon the earlier of the: (i) end of the current Membership Period following your cancellation of the Subscription, or (ii) deactivation or cancellation of your Account, you will no longer have access to the Membership Services, including any genetic reports provided as part of the Membership Services.

2. No Refunds. Except as may be required by applicable law, payments are non-refundable and there are no refunds or credits for partially used Membership Periods. If, however, you cancel your Subscription, you will continue to have access to the Membership Services until the end of the applicable/then current Membership Period for which you have already paid for.

e. Termination

1. Term. These Terms will continue to apply until terminated by either you or us as set out in this Section.

2. Termination. We may at any time, terminate our legal agreement with you (and in conjunction therewith, your password and account(s)) if: (1) you have breached any provision of these Terms (or have acted in manner which shows that you do not intend to, or are unable to comply with, the provisions of these Terms); (2) We are required to do so by law (for example, where the provision of the Membership Services to you is, or becomes, unlawful); (3) BrainHealth is transitioning to no longer providing the Membership Services to users in the country, state or other jurisdiction in which you reside or from which you use the Membership Services; or (4) the provision of the Membership Services to you by us is, in our opinion, no longer commercially viable. With respect to subdivision (3) and (4) above, we will, where possible, provide you with at least sixty (60) days’ advance notice of our decision to terminate.

3. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of this Site or the Membership Services may be referred to appropriate law enforcement authorities. You acknowledge and agree that we shall not be liable to you or any third party for any termination of your access to this Site or the Membership Services in such circumstances.

10. Order Acceptance

You agree that any order you place for Services on this Site is an offer to buy, under these Terms, the products or Services listed in your order. All orders must be accepted by us, or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the Services you have ordered to the email connected to your Account. Acceptance of your order and the formation of the contract of sale between BrainHealth and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by calling our Customer Service Department at (916) 314-8600.

11. Price And Payment Terms

All prices posted on this Site are subject to change without notice. The price charged for a product or Service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, American Express, Discover, Diners Club, JDB, UnionPay, and ACH bank transfer for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

12. Shipments; Delivery; Title And Risk Of Loss

a. We will arrange for shipment of the products you receive as part of your subscription. Products will be shipped in accordance with the shipping method you selected when placing the order. Any delivery dates provided by us are estimates. We reserve the right to make deliveries in installments. You will pay all shipping and handling charges specified during the ordering process, if and as applicable.

b. Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

13. Acknowledgements And Permissions

By accessing our Services or using our products, you agree to, acknowledge, and represent that:

1. You give permission to BrainHealth, its contractors, successors and assignees to analyze your submitted sample(s) and you specifically request BrainHealth to disclose the results of analyses to you and to others you authorize.

2. You acknowledge that BrainHealth may offer different or additional technologies or features to collect and/or interpret your samples and information in the future, and that your initial purchase of the Service does not entitle you to any different or additional technologies or features for collection or interpretation of your samples or information without fee, and that you will have to pay additional fees in order to have your samples or information collected, processed, and/or interpreted using any future or additional technologies or features.

3. You understand that by providing any sample, having your information processed, accessing your information, or providing information, you acquire no rights in any research or commercial products that may be developed by BrainHealth or its collaborators. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your information.

4. You will follow the user conduct guidelines and user instructions provided to you or posted on this Site.

5. Your sample, once submitted to and analyzed by us, is processed in an irreversible manner and cannot be returned to you. Any information derived from your sample remains your information, subject to rights we retain as set forth in these Terms.

14. Risks And Considerations

a. Once you obtain your genetic information, test result or report, the knowledge is irrevocable. You should not assume that any information or result provided to you will be welcome or positive.

b. The laboratory may not be able to process your sample, and the laboratory process may result in errors. The laboratory may not be able to process your sample up to 5% of the time if your sample does not satisfy the required conditions or the results from processing do not meet our standards for accuracy. Here’s our policy on re-processing failed samples:

1. If the initial processing fails for any of above reasons, we will reprocess the same sample at no charge to the user.

2. If the second attempt to process the same sample fails, we will offer to send another sample collection kit to the user to collect a second sample at no charge.

3. If the second attempt to process the sample is unsuccessful, we will not send additional sample collection kits.

c. Even for processing that meets our high standards, a small, unknown fraction of the data generated during the laboratory process may be un-interpretable or incorrect (referred to as “Errors”). As this possibility is known in advance, users are not entitled to refunds where these Errors occur.

d. For most common diseases, the genes we know about are only responsible for a small fraction of the risk. Your ethnicity, environmental factors, lifestyle choices are far more important predictors and may affect the relevance of each report and how your results may be interpreted.

e. Our Services are not intended to diagnose any condition or disease.

f. The Services are not intended to tell you anything about your current state of health, or to be used to make medical decisions, including whether or not you should take a medication, how much of a medication you should take, or determine any treatment.

g. If you have concerns or questions about what you learn through our Services, you should contact your physician or other healthcare provider before making any lifestyle changes. Please note that genetic risk assessment is not applicable to results of carrier screening tests.

h. Our Services are for research, informational, and educational use only. We do not provide medical advice. Please note, the genetic information provided by us is for research, informational, and educational use only. This means two things:

1. Many of the genetic discoveries that we report have not been clinically validated, and the technology we use, which is the same technology used by the research community, to date has not been widely used for clinical testing.

2. Talk to your Healthcare provider. We do not endorse, warrant or guarantee the effectiveness of any specific course of action, resources, tests, physician or other healthcare providers, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on our website. If we provide any recommendations and/or potential ways to take action, this information is intended for informational purposes only and for discussion with your physician or other healthcare provider. The Services are not intended to be used by the customer for any diagnostic purpose and are not a substitute for professional medical advice. Reliance on any information provided by us, our employees, others appearing on our website, or other visitors to our website is solely at your own risk.

15. Limited Warranty

THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

THIS LIMITED WARRANTY MAY ALSO BE FOUND IN THE DOCUMENTATION WE PROVIDE WITH OUR PRODUCTS.

WE WARRANT THAT DURING THE WARRANTY PERIOD, THE PRODUCTS PURCHASED FROM THE SITE WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP.

WE WARRANT THAT DURING THE WARRANTY PERIOD THE SERVICES PURCHASED FROM THE SITE WILL BE PERFORMED IN A WORKMANLIKE MANNER AND IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES.

WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. OUR RESPONSIBILITY FOR DEFECTIVE SERVICES IS LIMITED TO REPAIR, RE-PERFORMANCE OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

THIS WARRANTY AND ANY OTHER PRODUCT WARRANTIES, EXPRESSED OR IMPLIED, ARE ONLY VALID ON PRODUCTS PURCHASED ON THIS SITE OR FROM ONE OF OUR OFFICIAL AUTHORIZED RETAIL PARTNERS.

THIS LIMITED WARRANTY EXTENDS ONLY TO THE ORIGINAL PURCHASER OF PRODUCTS AND SERVICES FROM THE SITE. IT DOES NOT EXTEND TO ANY SUBSEQUENT OR OTHER OWNER OR TRANSFEREE OF THE PRODUCT OR ANY TRANSFEREE OR OTHER BENEFICIARY OF THE SERVICE.

THIS LIMITED WARRANTY COVERS DURING THE WARRANTY PERIOD (AS DEFINED BELOW) DEFECTS IN MATERIALS AND WORKMANSHIP IN PRODUCTS AND SERVICES PURCHASED FROM THE SITE.

THIS LIMITED WARRANTY DOES NOT COVER ANY DAMAGES TO PRODUCTS OR SERVICES DUE TO:

1. TRANSPORTATION;

2. STORAGE;

3. IMPROPER USE;

4. FAILURE TO FOLLOW THE PRODUCT INSTRUCTIONS OR TO PERFORM ANY PREVENTIVE MAINTENANCE;

5. MODIFICATIONS;

6. COMBINATION OR USE WITH ANY PRODUCTS, MATERIALS, PROCESSES, SYSTEMS OR OTHER MATTER NOT PROVIDED OR AUTHORIZED IN WRITING BY BRAINHEALTH;

7. UNAUTHORIZED REPAIR;

8. NORMAL WEAR AND TEAR; OR

9. EXTERNAL CAUSES SUCH AS ACCIDENTS, ABUSE, OR OTHER ACTIONS OR EVENTS BEYOND OUR REASONABLE CONTROL.

THIS LIMITED WARRANTY STARTS ON THE DATE OF YOUR PURCHASE AND LASTS FOR ONE YEAR (THE “WARRANTY PERIOD”). THE WARRANTY PERIOD IS NOT EXTENDED IF WE REPAIR OR REPLACE A WARRANTED PRODUCT OR RE-PERFORM A WARRANTED SERVICE. WE MAY CHANGE THE AVAILABILITY OF THIS LIMITED WARRANTY AT OUR DISCRETION, BUT ANY CHANGES WILL NOT BE RETROACTIVE.

WITH RESPECT TO ANY DEFECTIVE PRODUCTS DURING THE WARRANTY PERIOD, WE WILL, IN OUR SOLE DISCRETION, EITHER: (I) REPAIR OR REPLACE SUCH PRODUCTS (OR THE DEFECTIVE PART) FREE OF CHARGE OR (II) REFUND THE PURCHASE PRICE OF SUCH PRODUCTS. WE WILL ALSO PAY FOR SHIPPING AND HANDLING FEES TO RETURN THE REPAIRED OR REPLACEMENT PRODUCT TO YOU IF WE ELECT TO REPAIR OR REPLACE THE DEFECTIVE PRODUCTS. THIS IS YOUR SOLE REMEDY FOR A BREACH OF WARRANTY.

WITH RESPECT TO ANY DEFECTIVE SERVICES DURING THE WARRANTY PERIOD, WE WILL, IN OUR SOLE DISCRETION, EITHER: (I) REPAIR OR RE-PERFORM THE DEFECTIVE SERVICES FREE OF CHARGE OR (II) REFUND THE PURCHASE PRICE OF SUCH SERVICES. THIS IS YOUR SOLE REMEDY FOR A BREACH OF WARRANTY.

TO OBTAIN WARRANTY SERVICE, YOU MUST CALL (916) 314-8600 OR FILL OUT THIS FORM DURING THE WARRANTY PERIOD TO OBTAIN AN RMA NUMBER. NO WARRANTY SERVICE WILL BE PROVIDED WITHOUT AN RMA NUMBER.

16. Limitation Of Liability

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU IF THE LAWS OF SUCH STATE APPLIES TO YOU.

YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SITE, THE SERVICE (INCLUDING ANY DOWNLOADABLE TOOLS), AND THE PRODUCTS TO YOU, AND WE WOULD NOT PROVIDE THE SITE OR SERVICE OR PRODUCTS TO YOU WITHOUT THIS LIMITATION.

DISCLAIMER:

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) WE MAKE NO WARRANTY THAT (a) THE SERVICES WILL MEET YOUR REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, THIS SITE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND SHALL NOT BE RELIED UPON AS MEDICAL ADVICE. (5) YOU SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT YOURSELF OR THOSE FOR WHOM YOU HAVE LEGAL AUTHORITY. BRAINHEALTH DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES AND, THEREFORE, WE SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR PARTICIPATION IN THE SERVICES.

17. Indemnity

You agree to defend and hold the Company, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of User Content you submit, post to, or transmit through the Service; your use of the Service; your connection to the Service; your violation of the Terms; or your violation of any rights of another. If you have submitted a sample or otherwise provided your own information, you will defend and hold harmless the Company, its employees, contractors, successors, and assignees from any liability arising out of the use or disclosure of any information obtained from analyzing your sample and/or analyzing your information, which is disclosed to you consistent with our Privacy Statement or results from any third-party add-ons to tools we provide. In addition, if you choose to provide your information to third parties — whether individuals to whom you facilitate access, intentionally or inadvertently, or to third parties for diagnostic or other purposes — you agree to defend and hold harmless the Company, its employees, contractors, successors, and assignees from any and all liability arising from such disclosure or use of your information.

18. Goods Not For Resale Or Export

You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. Products and services purchased from the Site may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, “Export Regulations”). Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree 1) that providing your sample is not subject to any export ban or restriction in the country in which you reside, 2) that your sample and data may be transferred and/or processed outside the country in which you reside, and 3) that you will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which you access any Service online.

19. Privacy

We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through this Site.

20. Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, pandemic, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

21. Governing Law And Jurisdiction

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the state of California without giving effect to any choice or conflict of law provision or rule (whether of state of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the state of California.

22. Dispute Resolution And Binding Arbitration

Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

a. Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of any product or service provided by us that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and us, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

b. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS, Inc. (formerly Judicial Arbitration and Mediation Services), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms (“Arbitration Rules”). The JAMS rules governing the arbitration are available online at www.jamsadr.com or by calling JAMS at 1-800-352-5267. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States (in which case hearing will be held in the capital of your country), and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c. Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

d. Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Company.

e. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award, or under paragraph 11 of this Arbitration Agreement, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

f. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located in Santa Clara County, California.

g. Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

h. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

i. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

j. Small Claims Court. Notwithstanding the foregoing, either you or Company may bring an individual action in small claims court.

k. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Sacramento County, California, for such purpose.

23. Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

24. No Waivers

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of BrainHealth.

25. No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

26. Notices

a. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

b. To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to BrainHealth, 1395 Garden Hwy | Suite 250, Sacramento, CA 95833. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

Any notices that you provide without compliance with this section on Notices shall have no legal effect.

27. Severability

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

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NEUROLOGY SERVICES TERMS

These Neurology Services Terms govern clinical care delivered through the BrainHealth program. Please read them carefully. They contain important information about who provides your care, what you will be charged, and what these services can and cannot do.

1. Scope And Precedence

1.1 What these terms cover. These Neurology Services Terms apply when you request or receive clinical services through BrainHealth, including telehealth consultations, cognitive assessment, care planning, and care management. They are in addition to the Terms of Service published above, which continue to govern your use of the website and any membership or informational products.

1.2 These terms control. If anything in the Terms of Service published above conflicts with these Neurology Services Terms as applied to clinical services, these Neurology Services Terms control. In particular, statements in the Terms of Service above that the services are not intended to diagnose any condition, are not to be used for medical decisions, or are for informational or educational use only apply to the website, memberships, and informational products — they do not apply to the clinical services described here, which are provided by licensed clinicians exercising professional judgment.

1.3 Separate signed documents control. Any document you sign in the course of receiving care — including an informed consent, a financial responsibility agreement, or an assignment of benefits — controls over these terms as to its subject matter.

2. Who You Are Contracting With

2.1 The Medical Group. Clinical services are provided by a licensed professional entity engaged to deliver care through the BrainHealth program (the “Medical Group”). Depending on the services you receive, where you are located, and your insurance coverage, your Medical Group will be Harmonic Medical Group of Arizona, P.C. and its affiliated professional entities, or another licensed professional medical group contracted to provide clinical services through BrainHealth. You will be told which entity is providing your care before your first visit, and that entity is named in the informed consent and financial documents you sign. When you request or receive clinical services, you enter into an agreement with that entity. Clinical services are not provided by NeuroVision Imaging, Inc.

The Medical Group providing your care holds the authorizations required to provide these clinical services in the state where you are located, and the clinicians who care for you hold active licenses in that state at the time of your visit.

2.2 NeuroVision’s role. NeuroVision Imaging, Inc., which operates the BrainHealth program, provides administrative, technology, scheduling, and billing support to the Medical Group under a management services agreement and a business associate agreement. NeuroVision does not practice medicine, does not employ or control the clinicians who provide your care, and does not direct or interfere with clinical decision-making. All clinical decisions — including what testing to order, how to interpret results, what diagnosis to reach, and what treatment to recommend — are made solely by your treating clinician in the exercise of independent professional judgment.

2.3 Billing. NeuroVision is authorized to act as the Medical Group’s billing and administrative agent and to collect payments on the Medical Group’s behalf. Where NeuroVision collects a payment for clinical services, that payment is made to the Medical Group through NeuroVision as its agent.

3. What The Clinical Services Are

3.1 Services offered. The Medical Group offers evaluation and management services relating to cognitive health, mild cognitive impairment, and dementia. These may include telehealth consultations with a clinician, cognitive assessment administered and interpreted under clinical supervision, review and interpretation of testing your clinician has ordered, care planning, and ongoing care management between visits. The services available to you are listed in the Service Schedule at the end of these terms and on the applicable pages of this website.

3.2 These services are not emergency care.

DO NOT USE THESE SERVICES FOR A MEDICAL EMERGENCY. If you are experiencing a medical emergency — including sudden confusion, sudden weakness or numbness, difficulty speaking, chest pain, difficulty breathing, thoughts of harming yourself or others, or any other urgent condition — call 911 or go to the nearest emergency department immediately.

These services are not a substitute for a relationship with a primary care provider, and are not continuous or around-the-clock care. The Medical Group does not provide inpatient care, urgent care, or after-hours coverage.

3.3 No guarantee of diagnosis or outcome. Evaluation may not produce a definitive diagnosis, and testing may be inconclusive. Cognitive and biomarker findings are one input into clinical assessment and are not, on their own, diagnostic. No clinician can guarantee any particular result, diagnosis, or outcome, and none is promised.

4. Telehealth

4.1 Your consent to telehealth. Care is delivered primarily by telehealth — interactive audio, video, or other electronic communication used to deliver care when you and your clinician are not in the same location. By requesting clinical services, you consent to receive care by telehealth. You may withdraw that consent at any time without affecting your right to future care, and you may ask for an in-person referral at any time.

4.2 Benefits and limitations. Telehealth improves access to specialty care and removes travel burden. It also has real limitations. Your clinician cannot perform a hands-on physical examination. Video or audio quality, connectivity problems, or technology failures may interrupt or delay a visit. Your clinician may determine that telehealth is not appropriate for your condition and may require an in-person evaluation or refer you elsewhere. Occasionally the information available by telehealth is not sufficient for sound clinical decision-making.

4.3 What you need. You are responsible for having a device with a working camera and microphone, sufficient internet connectivity, and a reasonably private place for your visit. You are responsible for your own data and connectivity charges.

4.4 Recording. Neither you nor the Medical Group may record a visit without the express advance consent of everyone participating. Clinical documentation, including your clinician’s notes, is created as part of your medical record.

4.5 Where you must be located. You must be physically located in the United States at the time of your visit, and you agree to tell us truthfully where you are located at each visit. Your location determines which clinician can see you, because clinicians may provide care only in states where they hold an active license. If care cannot be provided because of where you are located, any amount you prepaid for the affected service will be refunded in full.

5. Who May Receive These Services

You may receive clinical services only if you are at least 18 years of age, are physically located in the United States at the time of service, and either have capacity to consent to your own care or are represented as described in Section 6.

6. Representatives And Capacity

Because these services address cognitive impairment, many patients are assisted by family members or representatives. The following applies.

A person may act on a patient’s behalf only if that person is a legally authorized representative under applicable state law — for example, a validly appointed healthcare agent under a durable power of attorney for healthcare, a court-appointed conservator or guardian, or a person otherwise authorized under state surrogate decision-making law.

If you are acting as a legally authorized representative, you represent that you hold that authority, you agree to provide documentation on request, and you accept the payment obligations in Sections 8 and 9 as applicable.

Where a patient retains decision-making capacity, the patient’s own consent is required and controls. A family member’s involvement does not transfer decision-making authority.

If a clinician determines during a visit that a patient lacks capacity to consent and no legally authorized representative is available, the clinician may decline to proceed and will document that determination. Any amount prepaid for a service that cannot be delivered for this reason will be refunded.

7. Prescriptions

Where clinically appropriate, a clinician may prescribe medication. Prescribing is at the clinician’s independent discretion. No prescription is guaranteed, and asking for one does not entitle you to receive it.

The Medical Group does not prescribe controlled substances by telehealth. The Medical Group does not sell, dispense, or ship medication, and no payment for medication is collected through this website. You obtain any prescribed medication from a pharmacy of your choice and pay that pharmacy directly.

8. Fees And Payment — Self-Pay Services

8.1 Currency and pricing. All prices are stated and charged in United States Dollars (USD). Current prices are shown on the applicable service page and at checkout before you complete your purchase. The price that applies is the price in effect when you place your order, and it will be confirmed in your order confirmation email.

8.2 Good Faith Estimate. If you do not have health insurance, or you have insurance but choose not to use it for a particular service, you have the right under federal law to receive a Good Faith Estimate of the expected charges before you receive that service. We will provide the estimate in writing, and on request in advance of scheduling. If you are billed substantially more than your Good Faith Estimate, you may be able to dispute the bill through the federal patient-provider dispute resolution process; instructions are provided with the estimate.

8.3 Accepted payment methods. We accept Visa, Mastercard, American Express, and Discover. You represent that you are authorized to use the payment method you provide and that the information you give us is accurate and complete.

8.4 Payment security and PCI compliance. We take the security of your payment information seriously.

Payment card transactions are processed by Stripe, Inc., a PCI-DSS Level 1 certified service provider — the highest level of validation available under the Payment Card Industry Data Security Standard. Card details are transmitted directly to Stripe over an encrypted connection using Stripe’s hosted payment fields. We do not receive, process, transmit, or store your full payment card number, and no complete card number resides on our systems.

We maintain compliance with the PCI DSS requirements applicable to our integration and revalidate that compliance annually. Every page on which payment information is entered is served over TLS encryption (HTTPS).

Your use of Stripe’s payment services is also subject to Stripe’s terms and privacy policy.

8.5 How charges appear. Charges will appear on your payment card statement as BH.NET. If you do not recognize a charge, please contact us at support@brainhealth.net or +1 (916) 314-8600 before disputing it with your card issuer. We can usually resolve a billing question faster than the dispute process can.

8.6 Recurring services. If a clinical service is offered on a recurring basis, we will tell you before your first charge that charges recur, how much they are, how often they occur, and how to cancel. You may cancel online at any time through your account. You will receive an email at enrollment setting out the terms and how to cancel, and a receipt after each charge that includes cancellation instructions. For any plan that bills less often than every 180 days, we will notify you between three and seven days before each charge.

9. Fees And Payment — Services Billed To Insurance

9.1 Which services are billed to insurance. Some clinical services are billed to Medicare or your health plan rather than charged to you directly. The Service Schedule at the end of these terms identifies, for each service, whether it is self-pay, billed to insurance, or either. Please do not assume that a service is covered.

9.2 Assignment of benefits. Where a service is billed to insurance, you assign to the Medical Group your right to receive payment from your health plan for that service, and you authorize the Medical Group to bill your plan and receive payment directly. You authorize release of the information necessary to obtain payment.

9.3 No guarantee of coverage. Coverage is decided by your health plan, not by us. A verification of benefits or a prior authorization is not a guarantee of payment. If your plan denies coverage, or applies the charge to a deductible, coinsurance, or copayment, you remain responsible for the resulting balance except as limited by Section 9.5 or by law.

9.4 Card on file. If you place a payment card on file and sign a card-on-file authorization, you authorize the Medical Group — through NeuroVision as its billing agent — to charge that card for amounts you owe after your health plan has processed and adjudicated the claim, including deductibles, coinsurance, copayments, and non-covered charges. If you choose not to enter a card on file, you will be sent a payment link to remit the amount you owe.

You acknowledge and agree that:

• the amount of each such charge is not known in advance, because it depends on how your health plan processes the claim;

• we will send you notice at least seven days before charging your card, identifying the service, your plan’s determination, and the amount to be charged;

• you may request an itemized statement, dispute the amount, or arrange a payment plan before any charge is made;

• you may withdraw this authorization at any time by contacting us, and withdrawing it does not relieve you of the underlying balance; and

• no single charge made under this authorization will exceed $50 unless you separately authorize a higher amount;

• no charge will be made under this section in violation of Section 9.5.

9.5 Protections for Medicare beneficiaries and dual-eligible patients. If you are a Qualified Medicare Beneficiary, or are otherwise dually eligible for Medicare and Medicaid, federal law prohibits billing you for Medicare cost-sharing. No deductible, coinsurance, or copayment will be collected from you for Medicare-covered services, and no card-on-file charge under Section 9.4 will be applied to Medicare cost-sharing for those services. If you believe you were charged in error, contact us and the charge will be refunded.

9.6 When you receive both kinds of service. If you receive both insurance-billed and self-pay services, we will identify which is which when you schedule and on your receipt. A self-pay charge is not affected by your plan’s determination on a separate insurance-billed service.

10. Scheduling And Delivery

Appointments. Available appointment times are shown when you book, and you will receive an email confirmation immediately upon booking.

Visits. Your visit is delivered at the scheduled time through the BrainHealth patient portal (secure.brainhealth.net). You will receive connection instructions in advance.

Assessment results. Where a service includes a cognitive assessment, your results are made available through the BrainHealth patient portal (secure.brainhealth.net) and are reviewed with you by a clinician where the service includes clinical review.

Care plans and written summaries. Where a service includes a written care plan or visit summary, it is provided within five business days of the visit at which it is generated.

Care management. Where you are enrolled in care management, contact occurs on the schedule your clinician sets and as your care plan requires.

Timeframes given here are estimates and are not guaranteed.

11. Cancellation, Rescheduling, And Missed Appointments

You may cancel or reschedule an appointment at no charge up to 24 hours before the scheduled start time, through your account or by calling +1 (916) 314-8600.

If you cancel less than 24 hours before your appointment, or do not attend, a fee may apply. Any such fee is disclosed to you when you book and will not exceed the price of the service.

If the Medical Group cancels, or your clinician is unavailable, you will be offered rescheduling or a full refund, at your choice.

A technology failure on our side that prevents a visit from taking place is not a missed appointment and will not be charged.

Missed-appointment fees are not billed to Medicare or your health plan and are your responsibility, except that no missed-appointment fee will be charged where prohibited by law, including to Qualified Medicare Beneficiaries.

12. Refunds

Approved refunds are issued to the original payment method within five to ten business days. Refunds involving amounts billed to insurance are handled through the claims process and may take longer.

Nothing in this section limits any refund required by applicable law.

13. Records And Communications

You have the right to access your medical record. Requests are handled under the Medical Group’s Notice of Privacy Practices.

Where results are released to you as required by federal information blocking rules, you may see a result before your clinician has reviewed it with you. Receiving a result before it has been explained can be distressing; you may contact us at any time to schedule review with a clinician.

Non-urgent messages sent through the patient portal are typically answered within two business days. The portal is not monitored for emergencies.

14. Privacy

The Medical Group collects, creates, receives, maintains, and uses health information about you as necessary to provide clinical services, manage your care, obtain payment, operate its healthcare practice, and comply with applicable law. Health information collected or used in connection with your care is handled by the Medical Group under its Notice of Privacy Practices, which is provided or made available to you as part of the consent process, and under applicable law, including HIPAA, state medical privacy laws, and, where applicable, the California Confidentiality of Medical Information Act.

BrainHealth and NeuroVision Imaging, Inc. may collect, receive, maintain, use, disclose, and otherwise process health information on the Medical Group’s behalf to support the delivery of clinical services, including administrative, technology, scheduling, billing, care coordination, and patient-support functions. When BrainHealth or NeuroVision handles protected health information for the Medical Group, it does so as the Medical Group’s business associate under HIPAA and under a business associate agreement with the Medical Group.

Non-healthcare-related personal information collected through the BrainHealth website, marketing pages, account features, or other non-clinical interactions is governed by the BrainHealth website Privacy Policy. If there is a conflict between the website Privacy Policy and the Medical Group’s Notice of Privacy Practices regarding health information collected or used for clinical services, the Notice of Privacy Practices controls.

15. Professional Liability

Any limitation of liability, disclaimer of warranties, or cap on damages in the Terms of Service published above does not apply to claims arising from the provision of clinical services, including claims of professional negligence. Nothing in these terms or in the Terms of Service above waives, limits, or caps liability for professional negligence, and nothing requires you to waive any right you cannot lawfully waive.

The Medical Group maintains professional liability insurance.

16. Disputes About Your Care

16.1 Talk to us first. Before starting any formal proceeding, please contact us at support@brainhealth.net or +1 (916) 314-8600 so we can try to resolve the matter. If written notice of a dispute is given, both sides will confer in good faith for 30 days.

16.2 Claims about your medical care are not subject to arbitration. Any arbitration provision or class action waiver in the Terms of Service published above does not apply to claims arising from the clinical services described in these Neurology Services Terms, including claims of professional negligence. Nothing in these terms requires you to arbitrate a claim relating to your medical care, and nothing here waives your right to a jury trial for such a claim.

16.3 Governing law and venue. These Neurology Services Terms are governed by the laws of the State of California, except that a claim relating to clinical care may also be governed by the law of the state where the care was provided, and nothing here displaces a mandatory provision of that law. Where a court proceeding is permitted, the parties submit to the jurisdiction of the state and federal courts located in Sacramento County, California.

17. Notices

To the Medical Group: c/o NeuroVision Imaging, Inc., 1395 Garden Hwy, Suite 250, Sacramento, CA 95833, Attention: Medical Group Notices. NeuroVision receives notices on the Medical Group’s behalf as its administrative agent.

To you: by email to the address associated with your account, or by posting to this website.

18. Changes To These Terms

We may update these Neurology Services Terms. If a change materially affects your rights or what you will be charged, we will give you at least 30 days’ notice by email to the address associated with your account, and the change will apply prospectively. Changes do not affect services already delivered or amounts already charged.

19. Survival

Sections 8, 9, 12, 15, and 16 survive the end of your relationship with the Medical Group.

Service Schedule

Current prices for self-pay services are shown on the applicable service page and at checkout, in United States Dollars, before you complete your purchase. For services billed to insurance, amounts you owe after your plan processes the claim — including deductibles, coinsurance, and copayments — are handled as described in Section 9.4, subject to the protections in Section 9.5.

Questions about these terms

support@brainhealth.net · +1 (916) 314-8600

NeuroVision Imaging, Inc., 1395 Garden Hwy, Suite 250, Sacramento, CA 95833