Effective as of September 1, 2011
Welcome to www.neuralstem.com (the “Site”) the website and online presence of Neuralstem, Inc. (“Neuralstem”, “we”, or “us”), a Delaware Corporation, whose principle office is in Rockville, Maryland.
a. “Affiliate” means any person or legal entity with which Neuralstem has a business or contractual relationship, including, but not limited to, agents, partners, associates, and parent or subsidiary entities.
b. “Content” means any intellectual property, data, or communications Transmitted via the Site by Neuralstem or Users including, but not limited to, articles, audio, blog postings, comments, documents, editorial content, featured site profiles, files, images, listings, logos, messages, music, photos, postings, questions and answers, ratings, recommendations, reviews, sounds, site profiles, tags, text, trademarks, service marks, or videos.
c. “Neuralstem Content” means Content Transmitted by Neuralstem.
d. “Neuralstem Technology" means the past, present and future intellectual property comprising the Site, including, but not limited to, all software, code processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, podcasts, advertising copy, databases, proprietary information, all copyrightable, patentable, or otherwise legally protectable elements of the Site and all other tangible or intangible materials related to, displayed, performed, or distributed on the Site and the Site itself, including, but not limited to, the selection, sequence, "look and feel", arrangement of items on the Site, and all Neuralstem trademarks, service marks, domain names, patents, and other intellectual property.
e. “Transmit” means uploading, submitting, posting, distributing, downloading, disseminating, receiving, or otherwise making available Content.
f. “User” means an individual who accesses and/or uses the Site.
g. “User Content” means any Content Transmitted by Users.
h. “Your Content” means any Content You Transmit via the Site.
II. Age Requirement. THE SITE IS NOT INTENDED FOR CHILDREN. IF YOU ARE UNDER 18 YEARS OF AGE, THEN YOU MAY NOT ACCESS OR USE THE SITE AT ANY TIME OR IN ANY MANNER. BY USING THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, HAVE ATTAINED THE AGE OF MAJORITY IN YOUR JURISDICTION, AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE.
V. Neuralstem Content & Neuralstem Technology. Unless otherwise noted, all Content on the Site is Neuralstem Content and is owned, controlled, or licensed by Neuralstem and is protected by copyright, trademarks, service marks, and/or other intellectual property rights. Unless otherwise noted, Neuralstem Technology is owned, controlled, or licensed by Neuralstem and is protected by copyright, trademarks, service marks, and/or other intellectual property rights. You agree that You shall acquire no rights in Neuralstem Content or Neuralstem Technology unless otherwise noted in writing by Neuralstem. You may not copy, reproduce, frame, republish, download, upload, post, transmit, distribute, hyperlink, or exploit Neuralstem Content or Neuralstem Technology for commercial use in any way without the prior written consent of Neuralstem. You may not take any of the following actions or encourage others to take the following actions: 1) use the Site to increase traffic to Your website for commercial reasons, such as advertising or sales; 2) take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure; 3) “scrape” the Site, or use any bot, spider, scraper, data miner, or automated agent to access and/or or use the Site or gain access to and/or use any Content on the Site; 4) take Content from the Site and reformat and display said Content, or mirror and/or frame any pages of the Site on any other website; or 5) attempt to decipher, decompile, disassemble, or reverse engineer any Neuralstem Content or Neuralstem Technology. You acknowledge that if You violate this provision of the Terms, in addition to all other remedies available to Neuralstem, we will be entitled to liquidated damages in the amount of $50,000. You agree and acknowledge that these liquidated damages are a fair and accurate estimate of Neuralstem‘s actual damages resulting from a breach of this provision and shall not be construed as penalty or punitive damages against you.
a. License to Access and/or Use. Neuralstem grants You a limited, personal, non-exclusive, non-transferable, freely revocable license to access and/or use Neuralstem Content and Neuralstem Technology that is on the Site solely for the purpose of learning about Neuralstem, Neuralstem’s services, sharing this information with others via the Share This function on the Site, and contacting Neuralstem. You acknowledge and agree that with exception to this limited license You have no right to modify, edit, copy, reproduce, create derivative works, or reverse engineer, alter, enhance, or in any way exploit any of the Neuralstem Content or Neuralstem Technology in any manner unless otherwise noted in writing by Neuralstem. This limited license terminates automatically, without notice to You, if You breach any of the Terms.
b. Reservation of Rights. Neuralstem reserves all rights not expressly granted in the Terms unless otherwise noted in writing by Neuralstem.
c. Prevention of Unauthorized Use. Neuralstem reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site and Neuralstem Content and Neuralstem Technology, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use.
d. Derivative Work. To the extent that You create any work that is based upon Neuralstem Content or Neuralstem Technology, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted (“Derivative Work”) such Derivative Work shall be owned by Neuralstem and all right, title and interest in and to each such Derivative Work shall automatically vest in Neuralstem. Neuralstem shall have no obligation to grant You any right in any such Derivative Work.
VI. User Content. Users may Transmit User Content to Neuralstem via the Contact Us function on the Site and via the email addresses and fax number provided on the Site.
a. Retention of Ownership. Neuralstem does not claim any ownership rights in Your Content. After You Transmit Your Content to Neuralstem, You continue to retain ownership of Your Content, and You continue to have the right to use and license Your Content in any way You choose. Any of Your Content transmitted via Neuralstem Technology needs to comply with the Terms
b. License Grant to Neuralstem. By Transmitting Your Content to Neuralstem, You thereby grant Neuralstem a paid-in-full worldwide perpetual sub-licensable right and license to use, display, perform, distribute, modify, adapt, abridge, exploit, and promote Your Content in any way and in any commercial or non-commercial medium or form without compensation.
c. User Content Representations and Warranties. You are solely responsible for Your Content and all the consequences of Transmitting Your Content. By Transmitting Your Content, You affirm, represent, and warrant that (i) You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and for Neuralstem to use Your Content as necessary to exercise the licenses granted by You in this Section and in the manner contemplated by Neuralstem and the Terms; (ii) Your Content does not and will not slander, defame, or libel any other person; (iii) the use of Your Content as permitted herein does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iv) Your Content does not contain any viruses, adware, spyware, worms, or other malicious code; and (v) Your Content is free of any digital rights management, including any software designed to limit the number of times Your Content may be copied or played. Violators of the Terms may be subject to criminal and civil liability. Neuralstem reserves all rights and remedies against any Users who violate the Terms.
II. Unsolicited Suggestions. Neuralstem welcomes Your feedback and is open to suggestions made by Users. By submitting unsolicited suggestions, You agree that Neuralstem may, but shall have no obligation to, use, modify, distribute, copy, and otherwise exploit such suggestions in any manner, as Neuralstem sees fit, without restriction or limitation of any kind, and You grant to Neuralstem a paid-in-full, worldwide perpetual, irrevocable, royalty-free license to do so and to allow others to do so, and agree not to permit or prosecute any action or lawsuit on the ground that Neuralstem’s use or alleged use of a suggestion infringes any of Your rights.
VIII. Forward-Looking Statements. Certain statements on the Site constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements could involve a number of risks, uncertainties and other factors that could cause actual results, performance or achievements of Neuralstem to be materially different from any future results, performance or achievements expressed or implied by these forward looking statements. Other factors, which could materially affect such forward looking statements, can be found in our filings with the Securities and Exchange Commission at www.sec.gov, including risk factors relating to our history of operating losses, that our auditors have expressed substantial doubt regarding our ability to continue as a going concern, the fact that we may dilute existing shareholders through additional stock issuances, and our reliance on our intellectual property. Investors, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements and are cautioned not to place undue reliance on such forward looking statements.
IX. Links to Other Websites or Services. The Site may include links or references to other websites or services (“Linked Sites”). Linked Sites are provided for Your convenience and information only. Neuralstem does not control the availability and content of Linked Sites. Access and/or use of Linked Sites, including the information, materials, products, and services on or available through Linked Sites is solely at Your own risk. Any concerns regarding Linked Sites, or any information, resources, or services therein, should be directed to the operator of the particular Linked Site.
X. Changes to the Site. Neuralstem or an Affiliate may discontinue or change any Content, service, function, or feature of the Site at any time with or without notice.
XI. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEURALSTEM, OUR SUPPLIERS, LICENSORS, AND AFFILIATES, DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS WITH REGARDS TO THE SITE AND ALL CONTENT ON THE SITE.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE AND ALL CONTENT THEREON IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
NEURALSTEM, OUR SUPPLIERS, LICENSORS, AND AFFILIATES DO NOT WARRANT THAT THE DATA, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY LINKED SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
XII. Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL NEURALSTEM, OUR AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE CONTENT ON THE SITE OR ANY LINKED SITES, OR ANY OTHER INTERACTIONS WITH NEURALSTEM, EVEN IF NEURALSTEM OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
USERS WHO ARE CALIFORNIA RESIDENTS AGREE TO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "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."
XIII. Indemnification. You agree to indemnify, defend, and hold Neuralstem, our Affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers harmless from any liability, loss, claim, and expense, including reasonable attorney’s fees, related to Your Content, Your violation or alleged violation of the Terms, or access and/or use of the Site.
XIV. Waiver. The failure of Neuralstem to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by duly authorized agent of Neuralstem.
V. Governing Law. The Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.
XVII. Dispute Resolution. You agree to first try to resolve any controversy, claim, or dispute arising out of or relating to the Terms or the access and/or use of the Site, with the help of a mutually agreed upon mediator in the Rockville, Montgomery County, Maryland. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties. Attorney fees associated with the mediation shall be paid by the respective parties.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, You agree to submit the dispute to nonbinding arbitration in Rockville, Montgomery County, Maryland. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association (“AAA”).
XVIII. Attorney Fees. If any litigation or arbitration is necessary to enforce the Terms the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses.
XIX. International Use. Neuralstem makes no representation that Content on the Site is appropriate or available for use in locations outside the United States. If You choose to access and/or use the Site from a location outside the U.S., You do so on Your own initiative and You are responsible for compliance with local laws.
XX. Severability. If any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
XXI. Assignment. Your rights and licenses under the Terms may not be transferred or assigned by You, but may be assigned by Neuralstem without restriction. Any assignment attempted to be made in violation of the Terms shall be void.
XXII. Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.
XXIII. Relationship. The Terms create no agency, partnership, joint venture, or employee-employer relationship between You and Neuralstem unless otherwise noted in writing by Neuralstem.
XXIV. Entire Agreement. The Terms are the entire agreement between You and Neuralstem relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to the Terms made by Neuralstem as set forth in Section IV of the Terms.
XV. Contact Information
Any comments, complaints, or requests for further information can be directed to:
20271 Goldenrod Lane, 2nd Floor
Germantown, MD 20876
Phone: +1 (301) 366-4960
In accordance with California Civil Code Section 1789.3, California Residents may also direct any complaints to the Complaint Assistance Unit of the Division of Consumer Services of The California Department of Consumer Affairs at:
1625 North Market Blvd., Suite N 112
Sacramento, CA 95834
Phone: (800) 952-5210
Email: Contact Us