IVSonance Biomedical Inc. Terms of Use

Last updated: November 2, 2026

Article 1. Acceptance of the Terms of Use

1.1 These terms of use are entered into by and between you and IVSonance Biomedical Inc. (together with its successors, “IVSonance,” “we,” “our,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of our website at https://www.ivsonance.com/ and our other websites, our newsletter and other email communications, and related online services that link to these Terms of Use, including any content and functionality offered on or through any of them (collectively, the “Services”).

1.2 Please read the Terms of Use carefully before you start to use the Services. By using the Services, you accept and agree to be bound by and comply with these Terms of Use, including the Privacy Policy incorporated by reference under Section 1.4. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Services. Your sole and exclusive remedy for any dissatisfaction with the Services or disagreement with these Terms of Use is to discontinue your use of the Services.

1.3 The Services are offered and available only to users who are 18 years of age or older and are not intended for anyone under the age of 18. By using the Services, you represent and warrant that you are at least 18 years of age and of legal age to form a binding contract with IVSonance. If you do not meet these requirements, you must not access or use the Services.

1.4 Privacy Policy. The IVSonance Privacy Policy, available on our website (the “Privacy Policy”), is hereby incorporated into and made a part of these Terms of Use by this reference. The Privacy Policy describes how IVSonance collects, uses, discloses, and otherwise processes information that identifies, relates to, describes, can reasonably be associated with, or could reasonably be linked, directly or indirectly, to an individual or household (“Personal Data”) in connection with the Services. In the event of any conflict between these Terms of Use and the Privacy Policy regarding the processing of Personal Data, the Privacy Policy will control.

Article 2. Changes to the Terms of Use

2.1 We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the provisions set out in Article 21 (Governing Law and Jurisdiction), Article 22 (Arbitration; Class Action Waiver), and Article 23 (Limitation on Time to File Claims) will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Services.

2.2 Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Article 3. Accessing the Services

3.1 We reserve the right to withdraw or amend the Services, and any material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Services.

3.2 You are responsible for both:

  • Making all arrangements necessary for you to have access to the Services.

  • Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

Article 4. Intellectual Property Rights

4.1 The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by IVSonance, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 These Terms of Use permit you to use the Services for your personal, non-commercial, informational use, or your internal evaluation of IVSonance and its technology, only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on or through the Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

  • You may print one copy of a reasonable number of pages of the Services for your own personal, non-commercial use or internal evaluation and not for further reproduction, publication, or distribution.

4.3 You must not:

  • Modify copies of any materials from the Services.

  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

  • Delete or alter any copyright, trademark, patent, or other proprietary rights notices from copies of materials from the Services.

4.4 Except for an internal evaluation permitted under Section 4.2, you must not access or use for any commercial purposes any part of the Services or any materials available through the Services. If you wish to make any use of material on the Services other than that set out in this Article 4, please address your request to: contact@ivsonance.com.

4.5 Proprietary Technology. IVSonance’s acoustic cell-handling and micromanipulation technology, including the Selective Ova Ultrasound Denudation Module (“SOUND”), and all related devices, hardware designs, software, algorithms, processes, methods, know-how, and inventions, whether patented, patent-pending, or protected as trade secrets (collectively, “Proprietary Technology”), are the exclusive property of IVSonance and its licensors. Nothing in these Terms of Use or on the Services grants you, by implication, estoppel, or otherwise, any license or right to make, use, sell, offer for sale, import, reproduce, practice, or otherwise exploit any Proprietary Technology or any patent, patent application, or trade secret of IVSonance. Any description of the Proprietary Technology on the Services is provided for informational purposes only.

4.6 If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services, any content on the Services, or the Proprietary Technology is transferred to you, and all rights not expressly granted are reserved by IVSonance. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, patent, and other laws.

Article 5. Trademarks

5.1 The IVSonance name, the terms IVSonance, SOUND, the IVSonance logo, and all related names, logos, product and service names, designs, and slogans are trademarks of IVSonance or its affiliates or licensors. You must not use such marks without the prior written permission of IVSonance. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

Article 6. Prohibited Uses

6.1 You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

  • To impersonate or attempt to impersonate IVSonance, an IVSonance employee, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm IVSonance or users of the Services, or expose them to liability.

6.2 Additionally, you agree not to:

  • Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.

  • Use any robot, spider, crawler, scraper, or other automatic device, process, or means to access the Services for any purpose, including monitoring, copying, harvesting, or extracting any of the material or data on the Services.

  • Use any manual process to systematically copy, harvest, or extract any of the material on the Services other than as permitted by Article 4, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

  • Use any content or material on the Services, in whole or in part, to develop, train, fine-tune, test, or improve any generative or other artificial intelligence or machine learning model, algorithm, software, or system, or otherwise data mine the Services, without our prior written consent.

  • Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, algorithms, designs, or structure of the Services or of any Proprietary Technology described on the Services.

  • Use any device, software, or routine that interferes with the proper working of the Services.

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.

  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Services.

Article 7. Unsolicited Ideas and Feedback

7.1 The Services do not offer message boards, profiles, forums, or other features that allow users to post content. If you nevertheless send IVSonance any ideas, suggestions, proposals, comments, or other feedback relating to the Services, IVSonance, or its products or technology, whether through the Services, by email, or otherwise (collectively, but excluding Personal Data and any health information, “Feedback”), you agree that, except as IVSonance may otherwise agree in a separate written agreement signed by an authorized officer of IVSonance (including a non-disclosure agreement):

  • All Feedback is non-confidential and non-proprietary, and IVSonance owes you no obligation of confidentiality, express or implied, with respect to any Feedback.

  • All Feedback becomes and will remain the sole and exclusive property of IVSonance, and IVSonance may use, disclose, reproduce, modify, and otherwise exploit any Feedback for any purpose, commercial or otherwise, without acknowledgment of or compensation to you.

  • IVSonance may already have similar ideas or technology under consideration or in development, and you will not assert any claim against IVSonance relating to any Feedback.

  • You waive, to the extent permitted by law, any moral rights you may have in any Feedback.

7.2 Please do not send IVSonance any personal health information, medical records, or other sensitive personal information, or any confidential or proprietary information, including patentable ideas, invention disclosures, trade secrets, or business proposals, through the Services or in any unsolicited communication. Any confidential or proprietary information you send will be treated as Feedback under this Article 7 unless IVSonance has agreed otherwise in a written agreement signed by an authorized officer of IVSonance. Any Personal Data or health information you send is not Feedback and will be processed in accordance with the Privacy Policy.

Article 8. Termination and Suspension of Access

8.1 We may terminate or suspend your access to all or part of the Services at any time, with or without notice, for any or no reason, including without limitation any violation of these Terms of Use. We may also take appropriate legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Services. Any provision of these Terms of Use that by its nature should survive termination, including Article 4 (Intellectual Property Rights), Article 7 (Unsolicited Ideas and Feedback), Article 12 (Pre-Clinical Research Disclaimer), Article 18 (Disclaimer of Warranties), Article 19 (Limitation on Liability), Article 20 (Indemnification), Article 21 (Governing Law and Jurisdiction), Article 22 (Arbitration; Class Action Waiver), and Article 23 (Limitation on Time to File Claims), will survive any termination or suspension of your access.

Article 9. Reliance on Information Posted; No Medical Advice

9.1 The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of its contents.

9.2 No content on the Services constitutes medical advice, and no content on the Services is intended to be a substitute for professional medical advice, diagnosis, or treatment. IVSonance does not provide medical, clinical, laboratory, or fertility services and does not engage in the practice of medicine. The Services are directed primarily to clinicians, embryologists, researchers, investors, and other professionals interested in IVSonance’s technology. Always seek the advice of your physician or other qualified healthcare professional with any questions you may have regarding a medical condition, fertility treatment, or in vitro fertilization procedure, and never disregard professional medical advice or delay in seeking it because of something you have read on the Services.

9.3 THE SERVICES MUST NOT BE USED FOR EMERGENCY MEDICAL NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY NUMBER, OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.

9.4 The Services may include content provided by third parties, including published scientific literature and materials provided by third-party licensors. All statements and/or opinions expressed in these materials, other than the content provided by IVSonance, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of IVSonance. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Article 10. No Physician–Patient or Provider Relationship

10.1 No content on the Services, and no communication between you and IVSonance relating to the Services, creates a physician–patient relationship or any other healthcare-provider relationship between IVSonance and you. This is true even where content on the Services is authored, reviewed, or contributed by physicians, embryologists, or other medical or scientific professionals, including IVSonance’s founders, officers, employees, or advisors. Those individuals do not provide medical care, advice, diagnosis, or treatment to you through the Services, and their contributions do not constitute a professional opinion regarding your individual circumstances.

Article 11. Investigational Technology; Forward-Looking Statements; No Offer of Securities

11.1 Investigational Device. SOUND and any other IVSonance product described on the Services are investigational devices that are in development. SOUND has not been cleared or approved by the U.S. Food and Drug Administration (“FDA”) or by any other regulatory authority in any jurisdiction, and it is not available for clinical use or commercial sale. CAUTION: INVESTIGATIONAL DEVICE. LIMITED BY FEDERAL (OR UNITED STATES) LAW TO INVESTIGATIONAL USE. Nothing on the Services is intended as an offer to sell, a promotion of, or a claim regarding the safety or effectiveness of any investigational device.

11.2 Performance Information. Statements on the Services regarding the performance, capabilities, speed, consistency, or other attributes of SOUND or the Proprietary Technology are based on internal testing and on feasibility data, including data reported in peer-reviewed publications, and may not reflect the results that would be obtained in clinical use or in any particular laboratory setting. Such statements are not claims of safety or effectiveness and have not been evaluated by the FDA or any other regulatory authority.

11.3 Forward-Looking Statements. The Services may contain forward-looking statements, including statements regarding IVSonance’s technology, product development, anticipated regulatory submissions, clearances, or approvals, clinical or commercial plans, future applications of its platform, and business prospects. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “will,” and similar expressions identify forward-looking statements. Forward-looking statements are based on IVSonance’s current expectations and assumptions and are subject to risks and uncertainties, including risks relating to product development, regulatory review, clinical performance, financing, and competition, that could cause actual results to differ materially. Forward-looking statements speak only as of the date they are made, and IVSonance undertakes no obligation to update them, except as required by applicable law.

11.4 No Offer of Securities. Nothing on the Services is an offer to sell, or a solicitation of an offer to buy, any securities of IVSonance or any other person. Any offer of securities will be made only by means of definitive offering documents and in compliance with applicable securities laws, and only to persons eligible to receive it.

Article 12. Pre-Clinical Research Disclaimer

12.1 Pre-Clinical Research. Information on the Services regarding SOUND, the Proprietary Technology, and IVSonance’s other research and development activities, including descriptions of methods, data, results, and potential applications, reflects pre-clinical research, such as laboratory, bench, feasibility, and other non-clinical studies. That research has not been confirmed by any clinical investigation, and its results may not be replicated in clinical use.

12.2 No Clinical Claims. No content on the Services constitutes, or should be interpreted as, a clinical claim, including any claim that SOUND or any Proprietary Technology is safe or effective for any clinical purpose or will produce any particular clinical, laboratory, pregnancy, or other outcome. You should not rely on any content on the Services in making any clinical, laboratory, or treatment decision.

Article 13. Changes to the Services

13.1 We may update the content on the Services from time to time, but their content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

Article 14. Information About You and Your Visits to the Services

14.1 All Personal Data and other information we collect through the Services is subject to our Privacy Policy. By using the Services, you acknowledge the collection, use, disclosure, and other processing of your Personal Data as described in the Privacy Policy.

14.2 Health Information. The Services are not a patient portal and are not intended to collect personal health information. In operating the Services, IVSonance is not acting as a “Covered Entity” or a “Business Associate” as those terms are defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), and the HIPAA Privacy Rule does not apply to your use of the Services. Please do not submit any personal health information through the Services or in any communication to IVSonance.

Article 15. Linking to the Services

15.1 You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. You must not:

  • Establish a link from any website that is not owned by you.

  • Cause the Services or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

  • Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms of Use.

15.2 You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

Article 16. Links from the Services

16.1 If the Services contain links to other sites and resources provided by third parties, including published scientific articles, these links are provided for your convenience only. The inclusion of any such link does not imply endorsement by IVSonance of the linked site, its operator, or its content, or any affiliation with its operator. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Article 17. Geographic Restrictions; Export Control and Sanctions

17.1 IVSonance is based in the State of New York in the United States. We make no claims that the Services or any of their content are accessible or appropriate outside of the United States, and the regulatory status of IVSonance’s technology may differ between jurisdictions. Access to the Services may not be legal for certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

17.2 The Services and the technical information described on them may be subject to United States export control and economic sanctions laws and regulations, including the Export Administration Regulations and the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. You must not access, use, export, re-export, or transfer the Services or any information obtained from them in violation of those laws. By using the Services, you represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive U.S. Government embargo or sanctions, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on, or owned or controlled by any person listed on, any U.S. Government list of prohibited or restricted parties.

Article 18. Disclaimer of Warranties

18.1 You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.

18.2 YOUR USE OF THE SERVICES AND THEIR CONTENT IS AT YOUR OWN RISK. THE SERVICES AND THEIR CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER IVSONANCE NOR ANY PERSON ASSOCIATED WITH IVSONANCE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES OR WITH RESPECT TO ANY SCIENTIFIC, TECHNICAL, OR PERFORMANCE INFORMATION REGARDING SOUND OR ANY PROPRIETARY TECHNOLOGY DESCRIBED ON THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER IVSONANCE NOR ANYONE ASSOCIATED WITH IVSONANCE REPRESENTS OR WARRANTS THAT THE SERVICES OR THEIR CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR THEIR CONTENT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

18.3 TO THE FULLEST EXTENT PERMITTED BY LAW, IVSONANCE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

18.4 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Article 19. Limitation on Liability

19.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL IVSONANCE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, ADVISORS, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, OR ANY RELIANCE ON INFORMATION REGARDING SOUND OR ANY PROPRIETARY TECHNOLOGY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

19.2 The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

19.3 THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Article 20. Indemnification

20.1 You agree to defend, indemnify, and hold harmless IVSonance, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, advisors, contractors, agents, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, any Feedback you submit, any use of the content of the Services other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services. IVSonance reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with IVSonance in asserting any available defenses.

Article 21. Governing Law and Jurisdiction

21.1 All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

21.2 Subject to Article 22, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States located in the Southern District of New York or the courts of the State of New York located in the County of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Article 22. Arbitration; Class Action Waiver

22.1 TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES WILL BE BROUGHT ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. Unless IVSonance agrees otherwise in writing, a court or arbitrator may not consolidate the claims of more than one person or preside over any form of class or representative proceeding.

22.2 Except as provided in Sections 22.3 and 22.4, you and IVSonance agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use or the Services, including their formation, interpretation, breach, termination, enforceability, or validity (each, a “Dispute”), will be finally resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its rules then in effect (including, where applicable, its Consumer Arbitration Rules). The Federal Arbitration Act governs the interpretation and enforcement of this Article 22. The arbitration will be conducted before a single arbitrator in New York, New York or, at your election, by videoconference, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will decide all questions of arbitrability, except that a court will decide any question regarding the validity or enforceability of the waiver in Section 22.1.

22.3 Either you or IVSonance may (a) bring an individual claim in small claims court if the claim qualifies, and (b) seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property rights or confidential information.

22.4 You may opt out of the agreement to arbitrate in Section 22.2 by sending written notice to contact@ivsonance.com within thirty (30) days after you first access or use the Services, stating your name and that you opt out of arbitration. If you opt out, Disputes will be resolved in the courts identified in Article 21, and Section 22.1 will continue to apply to the fullest extent permitted by law.

22.5 Arbitration fees and costs will be allocated in accordance with the AAA rules, except that IVSonance will pay any amount that applicable law or the AAA rules require it to pay. If Section 22.1 is held unenforceable as to any Dispute, that Dispute will not be arbitrated and will instead proceed in court in accordance with Article 21.

Article 23. Limitation on Time to File Claims

23.1 ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Article 24. Waiver and Severability

24.1 No waiver by IVSonance of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of IVSonance to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

24.2 If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

Article 25. Assignment

25.1 You may not assign, delegate, or transfer these Terms of Use or any of your rights or obligations under them, by operation of law or otherwise, without IVSonance’s prior written consent, and any purported assignment in violation of this Article 25 is void. IVSonance may freely assign, delegate, or transfer these Terms of Use and any of its rights and obligations under them, in whole or in part, without notice to or consent from you, including in connection with any financing, merger, acquisition, reorganization, change of control, or sale of all or substantially all of its assets or of the business to which the Services relate.

Article 26. Entire Agreement

26.1 These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and IVSonance regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services. Nothing in these Terms of Use creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and IVSonance.

Article 27. Your Comments and Concerns

27.1 The Services are operated by IVSonance Biomedical Inc., 350 Duffield Hall, Ithaca, NY 14853.

27.2 All feedback, comments, and other communications relating to the Services should be directed to: contact@ivsonance.com. Please do not include personal health information or confidential information in any communication.