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Terms of Use

1. Application of these Terms of Use

These Terms of Use (“Agreement”) apply to your access to and use of the Tortugas website at www.tortugasneuro.com (“Site”) and the content, data and information available in connection therewith (collectively, the “Content”). Certain areas of the Site may also have other terms that apply specifically to those areas. Those terms are incorporated herein by reference with regard to those specific areas.

The Site is operated by Tortugas Neuroscience, Inc. (“Tortugas,” “we,” “us” or “our”). “You” means you, the individual person accessing or using the Site, on behalf of yourself and the organization for which you are employed or by which you are engaged, benefiting from the access to and use of the Site. You, as the individual person accessing or using the Site, represents and warrants that you have authority to enter into this Agreement on behalf of such organization and to bind that organization to the terms of this Agreement.

By accessing or using the Site, you agree to be bound by the terms of this Agreement.

2. Acceptance

Your accessing or using the Site is expressly conditioned on your acceptance without modification of this Agreement. If you do not agree to the terms of this Agreement, you may not access or use the Site. By accessing or using the Site, you signify your acceptance of this Agreement, as we may amend it from time to time. We reserve the right to modify this Agreement at any time by posting the amended terms here, and your access to and use of the Site after such posting shall signify your acceptance of such amended Agreement.

3. Prohibited Uses

3.1. This Section ‎3 describes uses of the Site that are prohibited (“Prohibited Uses”). You are not permitted to use the Site for any Prohibited Use. Unauthorized use of the Site or the Content is a breach of this Agreement and may violate applicable intellectual property, data protection or other laws.
3.2. The Site and the Content may not be, in whole or in part, copied, reproduced, republished, uploaded, posted, modified, transferred, transmitted, sold or distributed without our express written permission, except that you may download, display and print the Content solely for your personal or internal business purposes in accordance with the terms of this Agreement. You may not alter any copyright, trademark or other proprietary notice on the Site or on any Content.
3.3. Except as otherwise expressly permitted by us, you may not use any Content in connection with any other website, online service, service offering, or in any other media, nor may you frame the Site or any Content in any form and by any method.
3.4. You may not use the Site or Content for an illegal or objectionable purpose, nor may you use the Site or Content in any activity that could be deemed illegal, harmful to others, or give rise to liability. This includes any activity:

  • involving the posting or transmission of unlawful, threatening, harassing, obscene, sexually explicit, pornographic, hateful, profane, libelous, or defamatory information;
  • involving the posting or transmission of junk mail or spamming;
  • involving the promotion or use of viruses or other harmful or malicious code;
  • that violate any law, regulation or statute; and/or
  • that infringes upon any legally protected property or other right, or violates the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights.

3.5. In addition, you may not:

  • Create a false identity, misrepresent your identity, or use or attempt to use another person’s identity;
  • Override any security feature or bypass or circumvent any access controls or use limits of the Site;
  • Imply or state that you or any other products, services, data, information or content are affiliated with or endorsed by us without our express consent;
  • Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Content;
  • Use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Site or attempt to extract or collect Content from the Site;
  • Use bots or other automated methods to access the Site;
  • Deep-link to the Site;
  • Monitor the Site’s availability, performance or functionality for any competitive purpose;
  • Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site;
  • Overlay or otherwise modify any Content or aspect of the Site, or their appearance (such as by inserting elements into the Site or removing, covering or obscuring any part of the Site);
  • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Site or any related technology unless licensed to do so; or
  • Interfere with the operation of, or place an unreasonable load on, the Site (e.g., spam, denial of service attack, viruses, gaming algorithms).

3.6. You may not use the Site where, or in any way, prohibited by applicable law.
3.7. We reserve the right, but are not obligated, to monitor transmissions and investigate any use of the Site, and to disclose to others any and all information relating to any Prohibited Use or otherwise posted or transferred via the Site.
3.8. We and our affiliates, and our and their respective directors, officers, employees, agents, partners and/or contractors expressly disclaim any and all liability relating to any Prohibited Use of this Site, and you expressly agree to, and will assume, responsibility for any and all such use.

4. Privacy

You represent that you have read and agree to the Privacy Notice (“Privacy Notice”) for our Site, the terms of which are incorporated into this Agreement. You consent to the collection, use and disclosure of your personal data as specified in the Privacy Notice.

5. Amendments, Termination

We may, at any time and without prior notice or any liability, change, update, modify, revise, terminate, restrict access to, suspend or otherwise alter the Site or the Content, as well as any feature, functionality, component, area or other attribute of the Site, or terminate access to the Site altogether. In addition to our rights specified elsewhere in this Agreement, if you are responsible for a Prohibited Use or otherwise violate any other provision of this Agreement, we may suspend or terminate your access to the Site and take any other action we determine to be appropriate under the circumstances.

6. Ownership

6.1. Proprietary Rights. As between the parties to this Agreement, the Site and all Content, and the aggregation, provision and display thereof via the Site, along with the selection and arrangement thereof, and the Site design, graphics and Content, are our property, and are protected under the copyright and other intellectual property rights and laws of the United States and other countries. Other components of the Site, including software, are our property and/or the property of our affiliates, third party providers, licensors and/or distributors, and are also protected under the copyright and other intellectual property rights and laws of the United States and other countries. You acknowledge and agree that you do not acquire, whether via this Agreement, through access to or use of the Site or otherwise, any right, title or interest in or to any component of the Site or any Content, or any derivations thereof, other than for the limited license thereto as expressly granted by Section
6.2. License. Subject to your compliance with the terms of this Agreement, we hereby grant you a limited, non-exclusive, revocable, terminable, non-transferable, non-sublicensable license to access and use the Site and the Content, solely for your own personal or internal business purposes, and for no other purposes.
6.3. Trademarks. The Site and Content contain trademarks, trade names, service marks, copyrights and/or logos (collectively, “Marks“) that belong to us, and may contain Marks of other parties. The Marks appearing on the Site and Content are the property of their respective owners. You acknowledge and agree that you do not acquire, through access to or use of the Site, any right, title or interest in or to any of these Marks. All rights to these Marks are reserved. Any use of the Marks without the express written authorization of their owner is strictly prohibited.
6.4. Personal Data. Our Privacy Notice will govern our collection, use and disclosure of any personal data you provide or we otherwise collect via the Site.

7. Links

The Site may contain links to other websites. These links are provided as a convenience and to assist you in navigating to those websites. Those websites are independent of us, and we do not control the content of or activities associated with them, nor do we endorse any of the data, information or content available on those websites. We and our affiliates, and our and their respective officers, directors, employees, agents, partners and/or contractors disclaim any and all liability for those linked websites and the data, information and content available through them, and are not liable for any damages, of any kind, incurred by those who visit such websites. If you decide to access other websites, you do so at your own risk.

8. No Representations or Warranties

Your access to and use of the Site and any Content is “as is” and at your sole risk. We do not provide any representations or warranties with regard to the Site or any Content, nor do we guarantee, represent or warrant that your use of the Site or Content will be uninterrupted, timely, secure or error-free. We do not guarantee, represent nor warrant that the Site or the Content, or any information or results you obtain from the Site or the Content, will be correct, timely, accurate or reliable. No Content constitutes medical, financial or professional advice. WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Indemnification

You hereby agree to indemnify and hold harmless, us and our affiliates, and our and their respective officers, directors, employees, contractors, subcontractors, agents and partners (each, an “Indemnified Party”), and if requested by us, to defend the Indemnified Parties, for, from and against all liabilities, harm, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claims, actions, suits, proceedings and demands filed, brought or asserted by any third party as a result of your access to or use of, or your inability for any reason to access or use, the Site or any Content. We have the right to control the defense of such claim, and to settle such claim, with your consent, not to be unreasonably withheld, delayed or conditioned.

10. Limitation of Liability

10.1. IN NO EVENT WILL WE OR ANY INDEMNIFIED PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES RELATING TO OR ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, OR ANY CONTENT, REGARDLESS OF OUR KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE AND EACH INDEMNIFIED PARTY DISCLAIM ANY AND ALL LIABILITY RELATING TO OR ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, AND ANY CONTENT, AND YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE AND ANY CONTENT.
10.2. If, notwithstanding the foregoing, we or any of the Indemnified Parties should be found liable for any harm, loss or damage of any kind relating to or in any way arising from this Agreement, the Site or any Content, or your access to or use of, or inability to access or use, the Site or any Content, to the maximum extent allowed by law our liability and the liability of ALL Indemnified Parties shall not exceed in the aggregate US $1,000. You agree that this limitation of liability is a reasonable allocation of risk under these circumstances.
10.3. You may have other rights available to you by law. These disclaimers and limitations of liability are intended to limit our liability to maximum extent allowed by law.

11. Dispute Resolution, Agreement to Arbitrate

11.1. We will use reasonable efforts to resolve any disagreements that you have with us relating to the Site, any Content and this Agreement. In the event that we cannot informally resolve a disagreement, then you agree that except as expressly provided below, any claim, dispute or controversy you may have against us arising out of, relating to, or connected in any way with the Site, any Content or this Agreement, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules, and a form for initiating arbitration proceedings, are available on the AAA’s website at http://www.adr.org. By agreeing to this dispute resolution procedure, you acknowledge that any right you may have to a trial by jury in a court is waived. The language of any dispute resolution procedure and any proceedings will be English.
11.2. This agreement to arbitrate applies to all consumers to the fullest extent allowable by law. The disputes governed by this dispute resolution procedure include (a) claims arising out of or relating to any aspect of the relationship between you and us; (b) claims that arose out of your access to or use of the Site or any Content; and (c) claims currently the subject of a purported class action litigation in which you are not a member of a certified class. However, this dispute resolution procedure specifically does not apply to (i) a claim relating to the enforcement or validity of your or our intellectual property rights; or (ii) a claim relating to an allegation of theft, piracy or unauthorized use.
11.3. YOU AND WE BOTH AGREE THAT (A) EACH OF YOU AND US CAN ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND THERE SHALL BE NO AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS; (B) ARBITRATION CAN DECIDE ONLY YOUR AND/OR OUR INDIVIDUAL CLAIMS, AND THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S); AND (C) THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING (“Class Action Waiver”).
11.4. If the value of the relief sought is $10,000 or less, either you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us (subject to the arbitrator’s discretion to require an in-person hearing based on the circumstances). Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise. Any in-person arbitration shall be held at a location determined by the AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and us.
11.5. You agree further that: (a) the arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, including principles of equity, and shall honor claims of privilege recognized at law; (b) the arbitrator shall not be bound by rulings in prior arbitrations involving us, but is bound by rulings in prior arbitrations involving both you and us to the extent required by applicable law; and (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
11.6. With the exception of the Class Action Waiver above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by the AAA, then the balance of this Agreement to Arbitrate shall remain in effect and shall be construed in accordance with this Agreement as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the Class Action Waiver above is found to be invalid, unenforceable or illegal, then the entirety of this Agreement to Arbitrate shall be null and void, and neither you nor we shall be entitled to arbitrate their dispute.

12. Miscellaneous

12.1. Force Majeure. Notwithstanding any other provision set forth in this Agreement, we shall not be liable for any failure or delay in performance due to any cause beyond our reasonable control, including, without limitation, any act of war or civil insurrection, pandemics, national emergencies, acts of God, fire, explosion, vandalism, storm, earthquake, flood, embargo, riot, sabotage, industry-wide strikes, lockouts, work stoppages or other labor difficulties, industry-wide supplier failures, unavailability of materials or governmental acts.
12.2. Relationship. Nothing in this Agreement is intended to or shall be construed to constitute or establish an agency, joint venture, partnership or fiduciary relationship between the parties, and neither party shall have the right or authority to act for or on behalf of the other party.
12.3. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties pertaining to the subject matter and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to the subject matter hereof, and may not be amended or modified except by us as set forth above, and in particular as set forth in Sections ‎2 and ‎5.
12.4. Severability. This Agreement shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
12.5. Waiver. Our failure to enforce any provision of this Agreement shall not be construed as a waiver of such provision.
12.6. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, United States of America, without regard to any choice of law principles.
12.7. Jurisdiction. With regard to any and all claims, actions, lawsuits and proceedings relating to the subject matter of this Agreement and your access to or use of the Site or any Content, you hereby agree and irrevocably consent to submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York, provided that if such court lacks subject matter jurisdiction, then you hereby agree and irrevocably consent to submit to the exclusive jurisdiction and venue of the Supreme Court of the State of New York, in New York County, and in either case you hereby agree to waive any claim of inconvenient or improper forum, and that process may be served in the manner permitted by such courts and jurisdiction. Unless otherwise expressly permitted by this Agreement, each party agrees not to file a claim, action, lawsuit or proceeding in such courts, except to enforce an arbitration award issued in accordance with Section ‎‎11.

12.8. Injunctive Relief. The foregoing in Sections ‎11 and ‎12.7 notwithstanding, you acknowledge and agree that your violation or misappropriation of our intellectual property rights or the intellectual property rights of our service providers or suppliers will cause irreparable harm for which monetary damages will not suffice, and that in such event we and/or they shall be entitled, without having to post bond or making any other undertaking, to receive injunctive and/or equitable relief in any court of competent jurisdiction.

13. Customer Service

If you have any questions, please contact us at: info@tortugasneuro.com