This Agreement sets forth the legally binding terms for your membership purchase of NeuroGym® products and/or services, including use of the NeuroGym website(s) and membership (collectively, "the Services"). This is a legally binding agreement between you and NeuroGym®. By signing, clicking the "accept" button, or by using the Services, you agree to be bound by this agreement. Please read this agreement carefully and save it. If you do not agree with it, you should leave the NeuroGym website and discontinue use of the Services immediately.
The Services. The Services target specific brain functions involved with memory, concentration, motivation, emotional regulation, optimal performance, focus and decision-making to develop the right subconscious beliefs and habit patterns that are essential to reach your maximum potential. Your membership may include different components, including audio tracks, CDs, DVDs, subliminals, manuals, self-study programs, webinars, coaching, masterminding, live events, workshops, and/or other products and services, as indicated on your order form. Each member will use a unique username and password, and should only be used by one individual. You agree not to share login information, call-in numbers, passwords, and protected links with non-members.
Payment. Memberships may be purchased for varying time periods, and will be indicated on your order form. Actual payment terms may vary. At the expiration of your membership, you may continue for additional fees. You agree to pay the amount agreed and not to cancel this transaction with your bank or credit card company. NeuroGym is not responsible for any overdraft charges, over limit charges, or NSF fees by your bank or credit card company. Fees for Services may be pre-paid or by installment, as indicated on your order form. Missed payments may result in suspension or termination of Services. If after 30 days from a missed payment you have not made arrangements with NeuroGym to make up the payment, your membership will be cancelled and no fees will be refunded. NeuroGym does not guarantee any specific results from use of the Services. NeuroGym makes no representations or warranties as to specific outcomes or results. Unfortunately, NeuroGym cannot guarantee that you will become or remain happy, rich, healthy, or successful.
Term. This Agreement will stay in force and effect until the end of the term indicated on your order form. Failure to pay required fees may result in NeuroGym terminating the Agreement prior to the end of the term, and discontinuing your access to NeuroGym Services. Your use of the NeuroGym members' website(s) or Services after your termination may extend the term of this Agreement and may cause you to incur additional fees.
Medical Disclaimer. NeuroGym and its employees and agents are not responsible for any physical or non-physical damages imagined, perceived, or otherwise sustained as a result of the use of the Services or any of the content contained in or provided on the NeuroGym websites. Use the content in the Services at your own risk.
Relationship. Nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other; (ii) deem the parties to be acting as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
Modification. NeuroGym may modify this Agreement from time to time and such modification shall be effective upon posting on the NeuroGym Members Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
Assignment. You may not, without the prior written consent of NeuroGym, assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a material default of this Agreement and shall be void. NeuroGym's rights and obligations, in whole or in part, under this Agreement may be assigned or transferred by NeuroGym.
Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
Governing Law. This Agreement shall be interpreted according to the laws of the State of California without regard to or application of choice-of-law rules or principles.
Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches; and the waiver of any breach shall not act as a waiver of subsequent breaches.
Severability. In the event any provision of this Agreement is held by a court of other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. The parties further agree that in the event such provision is an essential part of this Agreement, they begin negotiations for a suitable replacement provision.
Force Majeure. If either party is prevented from performing any of its obligations under this Agreement due to any cause beyond the party's reasonable control, including, without limitation, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers (a "force majeure event") the time for that party's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that You will not be excused from the payment of any sums of money owed by you to NeuroGym; and provided further, however, that if a party suffering a force majeure event is unable to cure that event within thirty (30) days, the other party may terminate this Agreement.
Construction. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof. Remedies. Except as provided herein, the rights and remedies of NeuroGym are set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law or in equity.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their respective successors-in-interest, legal representatives, heirs and assigns.
Damage Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR OTHER SIMILAR DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEUROGYM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO NEUROGYM FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.
Non-Use of Praxis Now's and/or NeuroGym’s Name. You shall not, in the course of performance of this Agreement, or thereafter, use Praxis Now's or NeuroGym or John Assaraf's name in any advertising or promotional media.
Intellectual Property. The materials provided as part of your membership are copyrighted and may not be reproduced in any form, or by any means, without the express written permission of NeuroGym. You may not reproduce, republish, display, perform, distribute, modify, transmit, reuse, re-post or use the content of the materials for public or commercial purposes without the express written permission of NeuroGym. The trademarks, logos and service marks (collectively the "Trademarks") displayed on the materials are registered and unregistered Trademarks of NeuroGym and other third parties that have authorized the use of such Trademarks on the Website. Nothing contained in the materials or on the NeuroGym website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the website without the written permission of NeuroGym or the appropriate third party. Your use of the Trademarks displayed on the materials, or any other content on the website, except as provided in these terms and conditions, is strictly prohibited.
Disputes. If there is any dispute about or involving the Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, county of San Diego. Either NeuroGym or you may demand that any dispute between you and NeuroGym about or involving the Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in San Diego, California, USA. The foregoing shall not prevent NeuroGym from seeking injunctive relief in a court of competent jurisdiction.
Indemnity. Your indemnity applies only to the following limited circumstances: claims arising out of this Agreement, your use of the Services, a breach of this Agreement, any breach of your representations and warranties set forth above, and/or if any content that you post using the Services causes NeuroGym to be liable to another. In these circumstances, you agree to indemnify and hold NeuroGym, its subsidiaries and affiliates, and their officers, agents, attorneys and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by you or any third party.
Voidability. The Services are not just a software package, so simply not logging into a members' website does not void any part of this agreement. In addition, not using the products or services as they are intended, not using the brain training technology, and/or not downloading the products and services available to you during your membership will not void any part of this agreement or entitle you to a refund.
Entire Agreement. This Agreement represents the entire understanding relating to the Services and prevails over any prior or contemporaneous, conflicting or additional communications. In order to participate in certain Services, you may be notified that you may be required to agree to additional terms and conditions. You may receive a copy of this Agreement by emailing NeuroGym at [email protected]
Contact. If you would like to contact a NeuroGym customer service representative, please email [email protected] or call (858) 227-4971.