Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, mobile applications, clinician dashboards, and related services operated by Neocore Health, Inc. ("Neocore," "we," "us," or "our"), including:

• Sonara (stimulus-based training platform)
• Resona (sound-based symptom management platform)
• Link (clinician-facing monitoring and management platform)
• Connect (patient access and care-coordination platform)

Collectively, these are referred to as the "Services."

By accessing or using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services.

1. Nature of the Services

The Services provide digital training programs, structured exercises, monitoring tools, and data visualization platforms designed to support users and, where applicable, licensed professionals.

The Services:

• Are informational and supportive in nature
• Are not a substitute for professional medical advice, diagnosis, or treatment
• Do not independently diagnose, treat, cure, or prevent disease
• Do not replace in-person clinical care

Use of the Services does not create a provider–patient relationship between you and Neocore. If you are receiving care from a licensed healthcare professional, you should follow their guidance and consult them regarding your treatment plan. If you believe you are experiencing a medical emergency, contact emergency services immediately.

2. Regulatory Status

Unless expressly stated otherwise in writing:

• The Services are not cleared or approved by the U.S. Food and Drug Administration (FDA).
• The Services are not represented as medical devices.
• The Services are not intended to function as a standalone medical intervention.

The Services may be used by clinicians, researchers, or healthcare organizations as part of a broader care plan. However:

• Clinical decision-making remains solely the responsibility of the licensed provider.
• Neocore does not direct, control, or supervise clinical care.
• Neocore does not provide medical services.

3. HIPAA and Protected Health Information

3.1 Consumer Use

If you use Sonara or Resona directly as an individual user outside of a healthcare provider relationship:

• Neocore may not be acting as a "Covered Entity" or "Business Associate" under HIPAA.
• Your information may not be considered Protected Health Information ("PHI") under HIPAA.
• Our data practices are governed by our Privacy Policy.

3.2 Institutional and Clinical Use

When the Services are used by a hospital, clinic, healthcare provider, or researcher:

• The healthcare organization is responsible for determining whether HIPAA applies.
• Neocore may enter into a Business Associate Agreement ("BAA") where required.
• The healthcare organization remains responsible for HIPAA compliance, proper authorization and consent, clinical documentation, and regulatory compliance.

Neocore does not assume responsibility for a Covered Entity's HIPAA obligations unless a separate written BAA is executed.

3.3 Data Security

Neocore implements reasonable administrative, technical, and physical safeguards designed to protect user information. However:

• No system can be guaranteed 100% secure.
• Users are responsible for maintaining credential security.

4. No Clinical Reliance

Clinicians using Link acknowledge:

• The platform provides data visualization and engagement metrics.
• It does not provide medical diagnoses or treatment decisions.
• Any alerts, summaries, or signals are informational only.
• Clinical judgment must not rely solely on the Services.

Neocore disclaims responsibility for:

• Treatment decisions
• Billing or reimbursement determinations
• Regulatory reporting
• Clinical outcomes

5. Eligibility

• You must be at least 18 years old to use the Services.
• If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

6. Payments and Subscriptions

• Certain Services require payment.
• Fees are typically billed in advance unless otherwise agreed in writing.
• Refunds are provided only as required by law or as stated in the applicable purchase flow or enterprise agreement.
• Institutional customers may be subject to separate licensing agreements.

7. Acceptable Use

You agree not to:

• Reverse engineer or copy the Services except as permitted by law
• Misrepresent credentials or professional licensure
• Use the Services for unlawful purposes
• Attempt unauthorized system access
• Upload malicious content

We may suspend accounts for violations.

8. Intellectual Property

All software, algorithms, structured protocols, program designs, and content are the intellectual property of Neocore or its licensors. You are granted a limited, non-exclusive license for intended use. No ownership rights are transferred.

9. No Warranty

The Services are provided "as is" and "as available." Neocore disclaims all warranties to the fullest extent permitted by law, including:

• Fitness for a particular purpose
• Non-infringement
• Accuracy
• Reliability
• Clinical effectiveness

We do not guarantee outcomes.

10. Limitation of Liability

To the fullest extent permitted by law, Neocore shall not be liable for:

• Indirect or consequential damages
• Lost profits or revenue
• Clinical decisions
• Regulatory penalties
• Billing disputes
• Data loss

Total liability shall not exceed the amount paid by you to Neocore for the Services in the twelve (12) months preceding the claim, or one hundred U.S. dollars (US$100) if no fees were paid, unless a different cap applies under a signed enterprise agreement.

11. Indemnification

You agree to indemnify and hold Neocore harmless from claims arising out of:

• Clinical use of the Services
• Regulatory actions
• HIPAA violations by Covered Entities
• Misuse of the platform
• Violation of these Terms

12. Termination

We may suspend or terminate access for:

• Violation of these Terms
• Security risks
• Legal requirements

You may discontinue use at any time.

13. Modifications

We may modify these Terms periodically. We will post updated Terms and revise the "Last updated" date where practicable. Continued use after changes constitutes acceptance of revised Terms where permitted by law.

14. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles, except where preempted by U.S. federal law.

15. Severability; Entire Agreement

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. These Terms, together with the Privacy Policy and any separate written agreement you enter into with Neocore (such as an enterprise or BAA), constitute the entire agreement regarding the subject matter hereof.

16. Neocore Connect Text Messaging

Neocore Connect may send recurring, clinic-initiated text messages containing secure screening links, care-coordination notices, product invitations, reminders, and support responses. Enrollment is optional and is not a condition of purchase. Message frequency varies. Message and data rates may apply.

Reply STOP to stop text messages and HELP for help. You may also contact support@neocorehealth.com. Wireless carriers are not liable for delayed or undelivered messages. Our Privacy Policy explains how mobile information and messaging consent are handled.

17. Contact

Neocore Health, Inc.
legal@neocorehealth.com