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Terms of Use

Effective Date: October 18, 2024

These terms of use, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use") are entered into by and between You and Cambridge Brain Sciences Inc., also operating as Creyos ("Creyos", “us,” “we,” “our”). The term "you" refers to the person or entity accessing, browsing, or otherwise using the Platform. These Terms of Use govern your access to and use of our websites that link to these Terms of Use (“Site”) and our web platform accessed through our Site (“Platform”). 

BY ACCESSING OR OTHERWISE USING THE SITE OR THE PLATFORM YOU: (A) REPRESENT AND WARRANT THAT YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT ACCESS OR USE THE PLATFORM. IF YOU ARE ACCESSING OR USING THE PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

BY ACCESSING OR USING THE SITE OR THE PLATFORM, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH THESE TERMS OF USE AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE WITH THESE TERMS OF USE OR OUR PRIVACY POLICY, DO NOT ACCESS OR USE THE SITE OR PLATFORM.

  1. Changes to these Terms of Use and Content on the Platform

Except where prohibited by applicable law, we reserve the right to change these Terms at any time without notice by posting revised versions on the Site or Platform, provided however, notice of material changes will be conspicuously posted or other otherwise communicated to you. Your continued access to or use of the Site or Platform after any changes to these Terms indicates your acceptance of such changes. It is your responsibility to review these Terms regularly. Except as described in this Section, no amendment, supplement, or modification of these Terms will be binding unless executed in writing by us. 

  1. Permitted Use

The Platform is provided solely for the administration of certain tests made available by us (and for the provision of any related information that we may prompt for or request) with the objective of generating a profile of cognitive abilities through the Platform on the basis of such test results and related information (the “Permitted Use”).

As a condition of your use of the Site and Platform, you warrant that all information supplied by you on or through the Platform is true, accurate, current, and complete. We retain the right, at our sole discretion, to deny you access to the Platform or the services it offers, at any time and for any reason, including for violation of these Terms of Use. You will cease and desist from any such use immediately upon request by us.

  1. Platform Access and Use

Subject to these Terms of Use, we grant you a personal, revocable, non-exclusive, and non-transferable right during the Term (as defined below in Section 4) to access and use the Platform in accordance with these Terms of Use and for the Permitted Use only.

  1. User Account

In order to use the Platform, you may be required to successfully sign up for a user account using the available interfaces at the Platform (“User Account”) or you may be (i) be issued a username and password login credentials by us; or (ii) receive a personalized link to access the Platform (“User Id”).

If you are issued with a User ID:

(a) you will keep your User ID secure and will not share your User ID with anyone else;

(b) you will be the sole user of the User Account;

(c) you will not provide anyone else with access to your User Account for any reason; and

(d) you will not use the Platform to access, harvest, collect or otherwise obtain any information about an identifiable individual or information that is otherwise subject to applicable privacy, data protection or similar laws (“Personal Information”) in respect of anyone else.

We reserve the right to disable any User Account issued to you at any time in our sole discretion and without any notice to you.

  1. Term and Termination

These Terms of Use will commence on the day you first use the Platform and will continue until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Platform; (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted and ceasing use of the Platform.

  1. Ownership

The Creyos Website, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing, and including any modifications, updates, enhancements, aggregations, compilations, adaptations, translations and derivative works thereto (collectively, ''Content'') are exclusively the property of Creyos or, as applicable, Creyos’s vendors or licensors. Except for the rights expressly granted to you in these Terms of Use, Creyos retains all other ownership rights in the Site and Content, including all intellectual property rights. 

Without limiting our other rights, we reserve the right to change Content provided or displayed on or through the Site or Platform at any time and without notice.

  1. Use of Marks

Creyos owns certain trademarks, names, logos, insignia, or service marks (''Marks''). You do not have the right to use any Marks except as expressly agreed to in writing by Us. The Site may also contain third-party marks and third-party copyrighted materials, which are the property of their respective owners. Nothing in these Terms of Use grants to you any rights in or to those third-party marks or materials without such third party’s consent.

  1. Restrictions on Use

You will not, without our prior written permission, use the Site, Platform, or the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to:

(a) “frame,” “mirror” or otherwise incorporate the Site, Platform or the Content or any part thereof on any commercial or non-commercial website;

(b) access, monitor or copy any part of the Site, Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;

(c) violate the restrictions in any robot exclusion headers on the Content, the Site, or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

(d) take any action that imposes, or may impose in our discretion, an unreasonable or disproportionately large load on the Platform;

(e) deep link to any portion of the Site or Platform for any purpose;

(f) remove any watermarks, labels or other legal or proprietary notices included in the Site, Platform, or the Content;

(g) modify or attempt to modify the Site or Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Site or Platform;

(h) use the Site, Platform, or Content as part of any service for sharing, lending, or multi-person use, or for the purpose of any other institution;

(i) attempt to, assist, authorize, or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Site or Platform;

(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license, or circulate in any form any part of the Site, Platform, or the Content;

(k) create adaptations, translations, or derivative works based on the Site, Platform, or the Content, in whole or in part, or to decompile, disassemble, reverse engineer, or otherwise exploit any part of the Site, Platform, or the Content;

(l) use or access the Site or Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or 

(m) upload to or transmit through the Platform any information, images, text, data, media, or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion.

  1. Third Party Websites

The Site and Platform may provide links to third party websites. We do not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. The content in any linked web site is not under our control, and if you choose to access any such web site, you do so entirely at your own risk.

  1. Viruses

The downloading and viewing of any Content is done at your own risk. We cannot and do not guarantee or warrant that the Site, Platform, or the Content are compatible with your computer system or that the Site, Platform or the Content, or any links from the Site, Platform, or the Content, will be free of viruses, worms, Trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs, or connections of and to your computer system that may be necessary as a result of your use of the Site or Platform.

  1. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Site or the Platform. Although we generally adhere to the accepted industry practices in securing the transmission of data to, from, and through the Platform, you understand, agree, and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.

  1. Warranty Disclaimer 

THE SITE, PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. USE OF THE SITE, PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE SITE, PLATFORM, OR THE CONTENT. THE SITE, PLATFORM, AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS, AND INACCURACIES. WE DO NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE SITE, PLATFORM, OR THE CONTENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, PLATFORM, AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTIBLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SITE, PLATFORM, OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE SITE AND PLATFORM IS NOT FAULT-TOLERANT AND NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE FOR ANY PURPOSE OTHER THAN IN RESPECT OF THE PERMITTED USE.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THIS TERMS OF USE, THE PLATFORM OR THE CONTENT, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SITE,  PLATFORM OR THE CONTENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL WE BE LIABLE FOR (A) LIBEL, SLANDER, DEFAMATION OR THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THE RIGHTS OF ANY THIRD PARTY ARISING IN CONNECTION WITH THE SITE, PLATFORM, OR THE CONTENT; OR (B) DAMAGES ARISING IN CONNECTION WITH THE STORAGE, PROCESSING OR TRANSMISSION OF INFORMATION, CONTENT OR MATERIALS ON OR THROUGH THE SITE OR  PLATFORM IN VIOLATION OF APPLICABLE LAWS OR THE RIGHTS OF THIRD PARTIES.

TO THE EXTENT THE FOREGOING EXCLUSION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, THE PLATFORM OR THE CONTENT, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT EXCEED FIVE CANADIAN DOLLARS (CAD$5) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES OR LIMITATIONS OF LIABILITY. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

  1. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, affiliates, employees, agents, contractors, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:

(a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents referenced herein;

(b) your violation of any applicable law or the rights of a third party (including privacy or intellectual property rights);

(c) your use of the Platform; or

(d) any User Content.

  1. Governing Law and Jurisdiction

To the fullest extent permitted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency, or physical location. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Platform or the Content.

  1. Use in the United States and Canada 

The Site and Platform is intended for use in the United States and Canada only. We do not guarantee that use of the Site or Platform will be available or permitted in any location other than the United States or Canada. If you choose to access the Site from a location other than the United States or Canada, you do so at your own risk. 

THE EXISTENCE OF THE SITE, PLATFORM, OR ANY CONTENT SHALL NOT BE CONSTRUED AS CREYOS OFFERING SUCH SITE, PLATFORM, OR CONTENT TO PERSONS IN JURISDICTIONS WHERE THE PROVISION OF SUCH IS PROHIBITED BY LAW.

  1. General Provisions

These Terms of Use constitute the entire agreement between us and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect.

Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provisions or right. Any waiver of a provision or right by us must be in writing to be effective.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein.

The official language of these terms is English. Any translations of these Terms are provided for your convenience only. In the event of conflict, the English language version of these Terms of Use controls (unless otherwise required by applicable laws). It is the express wish of the parties that these Terms of Use and all related documents be 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.

Please direct any questions and concerns regarding these Terms of Use to us at:

Cambridge Brain Sciences Inc., also operating as Creyos
help@creyos.com
220 King Street West,
Suite 300, Toronto, 
ON M5H 1K4, 
Canada