Terms of Service

These Terms of Service (“Terms”) govern your use of the marketing website at brainmeback.com (the “Site”) operated by BrainMeBack, Inc., a Delaware corporation. References to “BrainMeBack,” “we,” “us,” or “our” in these Terms refer to BrainMeBack, Inc.

Your use of the BrainMeBack patient mobile application or clinician dashboard is governed by separate end-user agreements presented in-product. These Terms do not govern the in-product experience.

1. Scope and acceptance

These Terms apply to your use of the Site, including browsing the marketing content, downloading any publicly posted resources, and submitting our demo-request form. Submission of the demo-request form constitutes affirmative acceptance of these Terms through the click-through acknowledgment displayed at submission. Your browsing of public Site pages is also subject to these Terms to the extent permitted by applicable law; however, the legally binding acceptance occurs at form submission and at any subsequent in-product agreement you execute. You consent to receive notices, disclosures, and agreements electronically under the federal E-SIGN Act (15 U.S.C. §7001 et seq.) and applicable state UETA equivalents.

2. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) to submit the demo-request form. By submitting, you represent that you meet this requirement and that the information you provide is accurate.

3. Acceptable use

You agree not to:

• Use the Site in any way that violates applicable law or regulation
• Submit false, misleading, or impersonating information through the demo-request form
• Upload or transmit any patient-identifying information or Protected Health Information through the marketing Site (see Section 4)
• Reverse engineer, decompile, scrape at unreasonable volume, or attempt to derive source code of the Site or its underlying services, except to the extent applicable law expressly permits despite this restriction
• Probe, scan, or test the vulnerability of the Site or any related infrastructure, except through our coordinated responsible-disclosure channel at scott@brainmeback.com
• Interfere with or disrupt the integrity or performance of the Site, including by introducing malware, conducting denial-of-service attacks, or circumventing rate limits
• Use the Site to send unsolicited commercial communications or to harvest contact information
• Frame, mirror, or republish the Site or substantial portions of its content without prior written permission

4. No PHI through the marketing Site

The marketing Site is not designed to receive Protected Health Information (“PHI”) as defined by HIPAA. Do not include patient identifiers, medical record numbers, identifiable diagnoses, or other PHI in the demo-request form. If PHI is needed to evaluate BrainMeBack for your organization, we will arrange a secure channel under an executed Business Associate Agreement (see brainmeback.com/baa).

If you inadvertently submit PHI through the marketing Site, notify scott@brainmeback.com immediately and we will purge the submission.

5. Intellectual property

5.1 Our content

The Site, including its design, text, graphics, logos, icons, illustrations, audio, video, software, and the selection and arrangement thereof, is owned by BrainMeBack or its licensors and is protected by U.S. and international intellectual-property laws. The marks “BrainMeBack,” “Palgorithm,” and any associated logos are owned by Scott S. Parker and are used by BrainMeBack, Inc. under license. All rights not expressly granted are reserved.

You are granted a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your personal, non-commercial, or internal-business evaluation purposes only.

5.2 Your submissions

You retain ownership of any content you submit through the Site, including demo-request form content. By submitting, you grant BrainMeBack a worldwide, royalty-free, non-exclusive license to use that content for the purposes described in our Privacy Policy. This license terminates when we delete the submission in accordance with our retention schedule.

6. Disclaimers

6.1 Informational only

The Site is provided for general informational and marketing purposes. The content on the Site, including any descriptions of cognitive exercises, clinical conditions, neuroplasticity concepts, or rehabilitation protocols, is not medical advice, not a diagnosis, not a treatment recommendation, and not a substitute for the professional judgment of a qualified clinician. Always consult a qualified healthcare professional regarding any medical condition.

6.2 Regulatory status

BrainMeBack is a clinician-supervised cognitive exercise platform. It is not marketed as a digital therapeutic or as a medical device requiring FDA premarket clearance. The platform is intended to operate consistent with the Clinical Decision Support exemption under Section 3060 of the 21st Century Cures Act, which amended Section 520(o)(1)(E) of the Federal Food, Drug, and Cosmetic Act. The CDS exemption is self-determined; no FDA agency action confirms this status. Use of the platform requires a supervising clinician who is independently responsible for clinical judgment. Nothing on the Site should be construed as a representation that BrainMeBack is FDA-cleared, FDA-approved, or otherwise authorized as a medical device.

6.3 “AS IS”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BRAINMEBACK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

Scope. This limitation applies only to your use of the marketing Site governed by these Terms. The limitation of liability applicable to your in-product use of BrainMeBack is set forth in the separate end-user or master services agreement governing that use, which is independently negotiated.

8. Indemnification

8.1 By you. You will defend, indemnify, and hold harmless BrainMeBack, its affiliates, and their respective officers, directors, employees, and agents from any third-party claim, demand, loss, liability, judgment, or expense (including reasonable attorneys’ fees) arising out of: (a) your material breach of these Terms; (b) your transmission of patient identifiers or PHI in violation of Section 4; or (c) your violation of applicable law in connection with your use of the Site. Your indemnification obligation will not apply to the extent the claim arises from BrainMeBack’s gross negligence or willful misconduct.

8.2 Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of the claim; (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement that imposes an admission of liability or non-monetary obligation on the indemnified party may be made without the indemnified party’s prior written consent, not to be unreasonably withheld); and (iii) provide reasonable cooperation at the indemnifying party’s expense.

9. Termination

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason. Sections that by their nature should survive termination (including Sections 5, 6, 7, 8, 10, 11, 12, and 13) will survive.

10. Governing law and dispute resolution

10.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

10.2 Arbitration; class waiver. Any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved by good-faith negotiation within 30 days shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, seated in Wilmington, Delaware. The parties waive any right to participate in a class action, class arbitration, or other consolidated proceeding. Notwithstanding the foregoing, either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION CLAUSE WITHIN 30 DAYS OF FIRST USING THE SITE BY EMAILING scott@brainmeback.com WITH “ARBITRATION OPT-OUT” IN THE SUBJECT LINE.

11. Force majeure

Neither party will be liable for any delay or failure to perform any obligation under these Terms (other than payment obligations) to the extent caused by events beyond the party’s reasonable control, including acts of God, war, terrorism, civil disturbance, labor dispute, governmental action, internet or telecommunications failures, or pandemic. The affected party will use commercially reasonable efforts to resume performance.

12. Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with the formation of BrainMeBack, Inc., a merger, acquisition, financing, or sale of assets, without your further consent, provided that the successor agrees to be bound by these Terms.

13. Miscellaneous

These Terms, together with the Privacy Policy and any agreement governing your in-product use of BrainMeBack, constitute the entire agreement between you and BrainMeBack regarding the Site. If any provision is held invalid or unenforceable, the remaining provisions remain in full effect. Our failure to enforce a provision is not a waiver of our right to enforce it later.

We may update these Terms from time to time. Material changes will be flagged via a banner on the Site for at least 30 days. Your continued use of the Site after changes take effect constitutes acceptance.

Questions about these Terms: scott@brainmeback.com.

Notice address:
BrainMeBack, Inc.
Attn: Legal
1151 W. 13th Street, Unit #214
Upland, CA 91786, United States