TERMS OF USE

Welcome to the Helius Medical Technologies website (together with the websites of all related entities, the “Site”). The Site is owned by Helius Medical Technologies. (“Helius”). Please read the entire Terms of Use and the Privacy Policy before using or submitting information on the Site. This Site is intended for use by residents of the United States.

The Site is an interactive online service operated by Helius.   By using the Site, you signify your agreement to these Terms of Use and Helius’s Privacy Policy.

Please read and review this Terms of Use Agreement carefully before accessing or using the Site because they constitute a legal agreement between Helius and you.

By accessing any areas of this Site, users (“Users” or “you”) acknowledge that you have read, understood and agreed to this Terms of Use Agreement, you will comply with the terms, and you are at least the age of legal majority in your place of residence and otherwise legally competent to enter into contracts. If you are using the Site on behalf of your employer, your acceptance of this Terms of Use Agreement is deemed an agreement between your employer and Helius, and you represent and warrant that you have authority to bind your employer to this Terms of Use Agreement.

If you do not agree to the Terms of Use Agreement, you may not access or use the Site.

1. Trademarks

The trademarks, trade names, logos and service marks (collectively the “Trademarks”) displayed on the Site, whether or not appearing in large print or with the trademark symbol, are registered and unregistered Trademarks of Helius, its affiliates, related companies or its licensors, unless otherwise noted.  The use or misuse of these Trademarks or any other materials, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent or Trademark of Helius, or any third party. Please be advised that Helius will actively and aggressively enforce its intellectual property rights to the fullest extent of the law.

1. Use of Site. The information provided on the Site is for general informational and educational purposes only. Certain sections of the Site are intended for audiences including Helius’s investors, as well as members of the health care community and the general public. Your access to and use of the information contained in the Site is subject to this Terms of Use Agreement. By accessing and using the Site, you accept, without limitation or qualification, this Terms of Use Agreement. If you are having a medical emergency, please dial 911 or your local medical emergency number immediately.

• Content; No Representations or Warranties and Limitation of Liability. Helius will use reasonable efforts to include accurate and up-to-date information on the Site.

HELIUS DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT), OR ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE WITH REGARD TO THE SITE OR ANY INFORMATION OR MATERIALS PROVIDED ON OR IN CONNECTION WITH THE SITE, INCLUDING THE ACCURACY, COMPLETENESS, CURRENCY OF SUCH INFORMATION OR MATERIALS, OR THE FREQUENCY THAT THEY ARE UPDATED. YOU AGREE THAT THE SITE AND EVERYTHING ON THE HELIUS SITE IS PROVIDED ON AN “AS IS “AND “AS AVAILABLE “BASIS. HELIUS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE OR YOUR USE OF THE SITE. HELIUS MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY INFORMATION, GOODS OR SERVICES AVAILABLE ON THE SITE WILL MEET YOUR EXPECTATIONS, (V) ANY ERRORS ON THE SITE WILL BE CORRECTED, OR (VI) THAT YOUR USE OF THE SITE OR ANY MATERIAL OBTAINED FROM THE SITE WILL NOT CAUSE ANY HARM OR DAMAGE, INCLUDING TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR THAT NO LOSS OF DATA WILL RESULT FROM OBTAINING SUCH MATERIAL.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

YOUR USE OF THE SITE IS AT YOUR OWN RISK. IN NO EVENT SHALL HELIUS OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR ANY CLAIMS OR LOSSES, RESULTING FROM OR IN CONNECTION WITH THE CREATION OR USE OF, OR RELIANCE ON, THE SITE, ANY OTHER WEB SITE OR HELIUS OR ITS AFFILIATES OR ANY LINKED WEBSITE CONTAINED IN ANY SUCH WEBSITES, OR ANY OF THE INFORMATION ACCESSED THROUGH ANY SUCH WEBSITE OR FROM THE INABILITY TO USE ANY SUCH WEBSITE. THIS LIMITATION INCLUDES DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY, LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF HELIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SITE; (IV) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY HELIUS; OR (V) ANY OTHER MATTER RELATING TO THE SITE. THE DISCLAIMERS AND LIMITATIONS PROVIDED IN THESE TERMS SHALL APPLY IRRESPECTIVE OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

1. To the fullest extent permitted by law, you are responsible for your use of the Site and you agree to defend, indemnify, and hold harmless Helius and any of its officers, directors, employees, agents, suppliers, third party partners or affiliates from and against any claims, actions, or demands, and any related liability, damage, loss, and expense, including without limitation reasonable legal and accounting fees, alleging or resulting from or connected with (i) your use of or reliance on any Helius or third-party content, (ii) your unauthorized use of, or misuse of, the Site, or (iii) your violation of any portion of this Terms of Use Agreement, any representation, warranty, or any applicable law or regulation. Helius reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with Helius’s defense of those claims.

1. Helius respects the privacy of its website users. Please refer to Helius’s [Privacy Policy][NTD: hyperlink]that explains users’ rights and responsibilities with respect to information that is disclosed on the Site.

1. Medical Information. The Site may contain general information relating to various medical conditions and their treatment. Such information is provided for informational purposes only and is not meant to be a substitute for advice provided by a doctor or other qualified health care professional. Helius is not engaged in rendering medical or similar professional services or advice. You should not use the information contained herein for diagnosing a health or fitness problem or disease. You should always consult with a doctor or other health care professional for medical advice or information about diagnosis and treatment.

• Forward Looking Statements. The Site may contain forward-looking statements about Helius’s financial and operating performance, business plans and products that involve substantial risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “target”, “potential”, “likely”, “will”, “would”, “could”, “should”, “continue” and similar expressions, although not all forward-looking statements contain these words. Such statements are based on Helius’s management’s current expectations and are subject to certain factors, risks and uncertainties that may cause actual results to differ materially from those referred to or implied in such statements. Such risks and uncertainties include, among other things, the content and timing of decisions made by the U.S. Food and Drug Administration and other regulatory authorities; the uncertainties inherent in the initiation and conduct of clinical trials, availability and timing of data from clinical trials; whether results of early clinical trials or studies in different disease indications will be indicative of the results of ongoing or future trials; uncertainties associated with regulatory review of clinical trials and applications for marketing approvals; the availability or commercial potential of product candidates; competitive developments; the ability to successfully market products; challenges to the validity and enforcement of Helius’s intellectual property; trends toward managed care and health care cost containment; governmental laws and regulations affecting health care, including without limitation regarding product access, pricing and reimbursement; general economic conditions; the ability to retain and hire key personnel; the sufficiency of cash resources and need for additional financing. The information presented on the Site is believed to be current as of the date of its original publication. The forward-looking statements on the Site are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors, many of which are beyond Helius’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Helius assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

• Website Content

1. Proprietary Rights

User acknowledges that the Site contains information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively referred to as “Content”) that are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and Helius owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, User may make copies of select portions of the Content, provided that the copies are made only for User’s personal use and that User maintains any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107), User may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other proprietary right. In addition to the foregoing, use of any software Content shall be governed by the software license agreement accompanying such software.

1. Distribution/ Uploading of Third-Party Content

Except as set forth above, User may upload to or otherwise distribute only Content that is not subject to any copyright or other proprietary rights protection (collectively, Public Content), or Content in which the author has given express authorization for distribution on the World Wide Web. Any copyrighted or other proprietary Content distributed with the consent of a copyright owner should contain a phase such as “Copyright owned by [name of owner]; used by permission.” User will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such submission. Neither Helius, nor its affiliates, nor any of their officers, directors, employees, agents, Providers, or the like, will be liable for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from such User submission. In compliance with the Digital Millennium Copyright Act, Users and other persons can report an infringement to Helius at the following email address: privacy@heliusmedical.com By submitting Content to any areas on the site, including without limitation any emails, product reviews or participation in any chat rooms, User automatically grants, or warrants, that the owner of such Content has expressly granted Helius the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, publish, translate, sublicense, copy and distribute the Content in whole or in part worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such Content. User also permits any other User to access, store, or reproduce the Content for that User’s personal use. Subject to this grant, the owner of Content placed on the Site retains any and all rights which may exist in such Content. User agrees not to upload files that contain viruses, corrupted files, or any other similar software or programs that may damage or in any way detrimentally impact the operation of any computer, software or web site. User further agrees not to: (a) conduct or forward chain letters or pyramid schemes; (b) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others; (c) falsify or delete any Content or any information or material contained in a file that is uploaded; or (d) do anything or omit to do anything which would restrict or inhibit any other User from using and enjoying any of the services, chat areas, news groups, forums, communities and/or other message or communication facilities on the Site.

1. Third Party Content

Helius is a distributor and not a publisher of Content supplied by third parties and Users. Helius has no more editorial control over such Content than does a public library or newsstand. Any opinions, advice, statements, services, offers, or other information that constitutes part of Content expressed or made available by third parties, including Providers or any other User of the Site, are those of the respective authors or distributors and not of Helius or its affiliates or any of their officers, directors, employees or agents. Neither Helius nor its affiliates, nor any of their officers, directors, employees or agents, nor any third party, including any Provider, or any other User of the Site, guarantees the accuracy, completeness or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In many instances, the Content available through the Site represents the opinions and judgments of the respective Provider, or User not under contract with Helius. Helius neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on the Site by anyone other than authorized Helius employees. Under no circumstances shall Helius, or its affiliates, or any of their officers, directors, employees or agents be liable for any loss, damage or harm caused by User’s reliance on information obtained through the Site. It is the responsibility of User to evaluate the information, opinion, advice, or other Content available through the Site. Advice received from this web site should not be relied upon for personal, medical, legal or financial decisions and User should consult an appropriate professional for specific advice tailored to the specific situation.

COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON THIS SITE FOR ANY PURPOSE.

1. Export

The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. User agrees to abide by these laws and their regulations, including but not limited to, the Export Administration Act and the Arms Export Control Act, and not to transfer, by electronic transmission or otherwise, any Content derived from the Site to either a foreign national or a foreign destination in violation of such laws.

1. Online Conduct

User agrees to use the Site only for lawful purposes. User is prohibited from posting on or transmitting through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law.

If Helius is notified of allegedly infringing, defamatory, damaging, illegal or offensive content provided by User (e.g., through an online review, email, chat room or other means), Helius may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such Content from the Site. Helius may disclose any Content or electronic communication of any kind: (i) to satisfy any law, regulation or government request; (ii) if such disclosure is necessary or appropriate to operate the Site; or (iii) to protect the rights or property of Helius, its Users or Providers.

Helius reserves the right to prohibit conduct, communication, or Content that it deems in its sole discretion to be harmful to Users, Helius, or any rights of Helius or any third party, or to violate any applicable law. Helius reserves the right in its sole discretion to deny any User access to the Site, any interactive service herein, or any portion of the Site without notice. Notwithstanding the foregoing, neither Helius nor its Providers can ensure prompt removal of questionable Content after online posting. Accordingly, neither Helius, nor its affiliates, nor any of their officers, directors, employees or agents, nor Providers shall assume liability for any action or inaction with respect to conduct, communication, or Content on the Site.

1. Termination of Usage

Helius may terminate User’s access, or suspend any User’s access to all or part of the Site, without notice, for any conduct that Helius, in its sole discretion, believes is in violation of any applicable law, these Terms of Use or is harmful to the interests of another User, a third-party Provider, a service provider, or Helius.

• Void Where Prohibited. The Site and its contents are intended to comply with the laws and regulations in the U.S. Although the information on the Site is accessible to users outside of the U.S., the information pertaining to Helius products is intended for use only by residents of the U.S. Other countries may have laws, regulatory requirements and medical practices that differ from those in the U.S. You understand that Helius makes no representation that the information in the Site is appropriate or available for use in locations outside of the United States, and access to the Site from territories where the content of the website may be illegal or inappropriate is prohibited. Those who choose to access the Site from other locations do so on their own initiative and risk and are responsible for compliance with applicable local laws. Helius reserves the right to limit provision of its products or services to any person, geographic region or jurisdiction and/or to limit the quantities or any products or services it provides. Any offer for any product or service made on the Site is void where prohibited.

• Governing Laws. This Terms of Use Agreement and your use of the Site shall be governed by the laws of the United States of America and the State of Pennsylvania without regard to its conflicts of laws principles. Any legal action or proceeding related to the Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Philadelphia, PA and you hereby consent and submit to the exclusive jurisdiction of such state and federal courts.

• If any provision of this Terms of Use Agreement is held to be unlawful, void or unenforceable, then such provision shall be severable without affecting the enforceability of all remaining provisions. Helius reserves the right to alter or delete materials from the Site at any time at its discretion. You understand and agree that Helius may change this Terms of Use Agreement at any time without prior notice. You may read a current, effective copy of these this Terms of Use Agreement at any time by selecting the “Terms of Use” link on the Site. Helius may revise these terms at any time without prior notice. Any use of the Site after such date shall constitute your acceptance of such revised terms and conditions. If any change to this this Terms of Use Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Site. These terms will inure to the benefit of Helius’s successors, assigns, licensees, and sublicensees.