Ask Terumo Neuro End User License Agreement
Effective: June 15, 2026
This Ask Terumo Neuro End User License Agreement (“Agreement”) is a binding agreement between you (“End User”, “you”, or “your”) and MicroVention, Inc. d/b/a Terumo Neuro (“Terumo Neuro”, “we”, “us”, or “our”; and collectively referred to as the “parties”). This Agreement governs your use of the Ask Terumo Neuro application (including all related documentation, information, and services therein, the “App”). The App is licensed, not sold, to you.
BY DOWNLOADING THE APP, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APP AND DELETE IT FROM YOUR MOBILE DEVICE.
THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
THE APP DOES NOT PROVIDE MEDICAL ADVICE AND DOES NOT CONSTITUTE RECOMMENDATIONS FOR SPECIFIC MEDICAL DEVICES OR TREATMENT DECISIONS. THE DEVICE COMPATIBILITY INFORMATION PROVIDED IS FOR REFERENCE PURPOSES ONLY AND MUST BE INDEPENDENTLY VERIFIED. ALL CALCULATIONS AND DEVICE SELECTIONS MUST BE CONFIRMED BY A LICENSED PHYSICIAN’S CLINICAL JUDGMENT PURSUANT TO THE APPLICABLE PROFESSIONAL STANDARD OF CARE AND MEDICAL DEVICE MANUFACTURER SPECIFICATIONS.
1.1 App Purpose. The App is designed solely to provide reference information regarding potential compatibility, including sizing compatibility, between Terumo Neuro medical devices and third-party medical devices. The App is intended for use by licensed healthcare providers, hospital staff, authorized Terumo Neuro distributors, and Terumo Neuro personnel as a reference tool only. The App does not replace the treating physician’s independent clinical judgment, manufacturer specifications review, or established medical protocols.
Your success using the App depends on your adherence to the terms of this Agreement. We cannot warrant or represent that other End Users will in fact adhere to this Agreement and cannot act as insurers or accept any liability for their failure to do so.
2.1 Professional Use Requirement. Access to and use of the App is restricted to: (a) licensed healthcare providers acting within their scope of practice; (b) healthcare facility staff acting under the supervision of licensed healthcare professionals; (c) Terumo Neuro personnel acting within the scope of their employment or engagement; or (d) authorized Terumo Neuro distributors acting within the scope of their distribution agreement with Terumo Neuro. End Users who are licensed healthcare providers must maintain current professional licensure and comply with all applicable professional standards and regulations.
2.2 User Competency. End Users represent that they possess the necessary training, experience, and competency to: (a) interpret device compatibility information; (b) exercise or defer to appropriate clinical judgment regarding device compatibility as required by applicable professional regulations; (c) understand the limitations of compatibility data; and (d) comply with all applicable professional standards and institutional protocols.
By downloading and using the App in any way, you hereby represent that:
2.3 Geographic Restrictions. Terumo Neuro is based in the state of California in the United States. We provide this App for use only by persons located in the United States. Terumo Neuro does not target, market to, or offer the App to End Users outside the United States. You agree not to submit your personally identifiable information through the App if you reside outside the United States. We make no claims that the App or any of its content is accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
By using the App, you agree that:
5.1 Device Compatibility Information Limitations. The device compatibility information, including device sizing calculations, provided through the App: (a) is based on available technical specifications and may not reflect all possible device interactions; (b) does not account for patient-specific factors, anatomical variations, or clinical circumstances; (c) may not be current due to product updates, recalls, or regulatory changes; (d) requires independent verification through manufacturer documentation and clinical assessment; and (e) does not constitute a recommendation for any specific device or treatment approach. Users must exercise independent clinical judgment and consult current manufacturer labeling, including instructions for use, for all devices displayed in the App.
5.2 Regulatory Compliance. Users are solely responsible for ensuring compliance with all applicable laws, regulations, and professional standards, including but not limited to FDA regulations, state healthcare laws and regulations, and institutional policies. Terumo Neuro makes no representations or warranties (express or implied) regarding regulatory compliance, effectiveness, or safety of any device combinations or clinical applications.
5.3 Information Currency and Updates. Device compatibility information is subject to change due to product modifications, regulatory updates, recalls, or new clinical data. Terumo Neuro endeavors to maintain current information but makes no warranties (express or implied) regarding the timeliness or completeness of such information. End Users must verify current product specifications and regulatory status independently.
While we will always use our best efforts to ensure the accuracy and completeness of information provided on our App, we cannot guarantee the accuracy, adequacy, quality, or suitability of any data on our App and expressly disclaim liability for errors and omissions in the contents of our App. Any use or reliance on any content or materials displayed in the App or obtained by you through the App is at your own risk. Any link to a website or phone number owned by a third party does not constitute an endorsement, approval, association, sponsorship, or affiliation with the linked site or phone number.
OUR APP DOES NOT PROVIDE MEDICAL ADVICE AND DOES NOT CONSTITUTE RECOMMENDATIONS OR ENDORSEMENTS FOR SPECIFIC DEVICES OR TREATMENT DECISIONS. ALL DEVICE COMPATIBILITY INFORMATION PROVIDED IS FOR REFERENCE PURPOSES ONLY AND MUST BE INDEPENDENTLY VERIFIED BY A LICENSED PHYSICIAN. ALL FINAL CALCULATIONS AND DEVICE SELECTIONS MUST BE CONFIRMED BY A LICENSED PHYSICIAN’S OWN CLINICAL JUDGMENT AND MANUFACTURER SPECIFICATIONS.
The content provided in the App, and in any referenced materials, is not intended and should not be construed as medical advice, diagnosis, or treatment. If you or any other person has a medical concern, you should consult with an appropriately licensed physician.
Never disregard or delay professional medical advice because of something you have seen on the App or any of its referenced materials. If you think you may have a medical emergency, call your doctor or 911 immediately.
We may provide you with interactive opportunities in the App. You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the App. You hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with our business and in all forms now known or hereafter invented, without notification to and/or approval by you, except as otherwise required by law.
Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to us through our suggestion, feedback, or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback, except as otherwise required by law.
Terumo Neuro, together with its affiliated entities, subsidiaries, and parent companies (and their licensor(s), if applicable), shall own all right, title and interest, including all related intellectual property rights, in and to the App. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the App, or any intellectual property rights owned by us. Our name, logo, and the product names associated with the App are our trademarks or belong to third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the App.
8.1 Healthcare Data Security. While the App is not intended to collect, store, or transmit protected health information (PHI), End Users must not input any patient-specific information, PHI, or other confidential healthcare data into the App. Any inadvertent input of such information is at End User’s sole risk and responsibility.
You acknowledge that when you download, install, or use the App, Terumo Neuro may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device, tablet, or computer and about your use of the App. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the App or certain of its features or functionality. We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the terms of this Agreement, you are automatically agreeing to our Ask Terumo Neuro Privacy Policy, which is incorporated herein by reference.
The App may contain links to or display content originating from third-party websites and advertisements (collectively, “Third-Party Websites & Advertisements”). Such Third-Party Websites & Advertisements are not under our control. We are not responsible for any Third-Party Websites or any Third-Party Advertisements. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. When you click on a link to a Third-Party Website or Advertisement, we will not warn you that you have left our App and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You agree to indemnify and hold harmless Terumo Neuro and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your use or misuse of the App; (c) your violation of this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the App. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the App. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the App.
11.1 Professional Liability. End Users acknowledge that: (a) the App does not replace professional medical training, clinical experience, or independent professional judgment; (b) all medical device selections and clinical decisions remain the sole responsibility of the treating healthcare professional; (c) Terumo Neuro assumes no responsibility for clinical outcomes, patient safety, or professional liability arising from use of the App; and (d) End Users providing professional services must maintain appropriate professional liability insurance coverage.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE APP IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE APP AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE APP IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE APP, OR THE TEXT, GRAPHICS OR LINKS.
WE DO NOT WARRANT THAT THE APP WILL OPERATE ERROR-FREE OR THAT THE APP IS FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE APP RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TERUMO NEURO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF, UNAUTHORIZED USE OF, OR INABILITY TO USE THE APP FOR:
(a) PROFESSIONAL MALPRACTICE, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR TERUMO NEURO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, VIOLATION OF LAW, OR TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 13 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”
By accessing and/or using this App, you agree to try to settle any dispute with Terumo Neuro arising from or related to your use or access of the App by sending a letter describing the basis for the dispute and allowing Terumo Neuro at least 30 business days to respond after Terumo Neuro will have received your letter. If you want to send such a letter to Terumo Neuro, send it to AskTN@microvention.com, providing the email address associated with your Ask TN account (if any). The parties will cooperate and attempt in good faith to resolve any dispute or claim arising out of or relating to this Arbitration Agreement or the construction, interpretation, performance, breach, termination, enforceability, or validity thereof, or arising out of or relating to your use of or access to the App. As part of this process, the parties will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any such claim. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
You and Terumo Neuro agree to attempt to resolve the dispute under the terms described in the preceding paragraph before you or Terumo Neuro will commence any litigation or file a claim against the other party.
By accessing and/or using the App, you unconditionally agree that any dispute which cannot otherwise be resolved as provided above after the parties have negotiated the resolution of the dispute for at least thirty (30) business days will be decided entirely by binding arbitration on an individual basis, which means you and Terumo Neuro waive the right for a judge or jury to decide such claims and means that you may not proceed in a class, collective, or consolidated capacity. Your rights and Terumo Neuro’s rights during the arbitration process may be more limited than the rights you or Terumo Neuro would have in civil trial or appellate courts. The U.S. Federal Arbitration Act and federal arbitration law apply to this Arbitration Agreement.
At the beginning of any arbitration process under this Arbitration Agreement, you and Terumo Neuro will need to select an arbitrator by mutual agreement. The arbitrator shall be a retired federal judge or judge of the state court of general jurisdiction, or another qualified and impartial person that you and Terumo Neuro decide upon. In the event you and Terumo Neuro cannot agree on the selection of an arbitrator, Terumo Neuro will select an alternative dispute resolution provider and request from that provider a list of an odd number of potential arbitrators. From that list you and Terumo Neuro will alternatively strike arbitrators, with Terumo Neuro going first, until one arbitrator is left. That arbitrator shall be the arbitrator who will hear the case. If you and Terumo Neuro cannot agree on an alternative dispute resolution provider, an arbitrator will be appointed according to law. Payment of all filing, administration and arbitrator fees will be governed by the selected arbitrator’s or alternative dispute resolution provider’s applicable rules.
The arbitrator shall have the same authority as a state or federal court would have to issue subpoenas to third parties for production of documents and for depositions, in addition to subpoenas to appear at any arbitration hearing. In any arbitration proceeding under this Arbitration Agreement, all rules of pleading under the Federal Rules of Civil Procedure, the Federal Rules of Evidence, and all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings shall apply and be observed, unless you and Terumo Neuro agree otherwise. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings shall be privileged. The arbitrator’s award(s) shall include the arbitrator’s written reasoned opinion. Resolution of all disputes shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law.
You and Terumo Neuro each agree to bring any dispute in arbitration on an individual basis only, and not on a class, consolidated, representative or collective action basis. This Arbitration Agreement shall not be construed to allow or permit the consolidation or joinder of claims of other claimants, or to permit such claims to proceed as a class, representative, or collective action. If for any reason a claim proceeds in court rather than in arbitration, you and Terumo Neuro each waive any right to a jury trial or to participate in a class action against the other. No arbitrator shall have the authority under this Arbitration Agreement to order any such class or collective action. Any dispute regarding the validity, scope, or enforceability of this Arbitration Agreement, or concerning the arbitrability of a particular claim, shall be resolved by a court, not by the arbitrator. You agree to waive any substantive or procedural rights that you may have to bring or participate in an action brought on a class or collective basis.
The arbitral award will be final and binding. The parties waive any right to appeal the arbitral award, to the extent a right to appeal may be lawfully waived.
Each party will bear its own fees, costs and expenses of the arbitration, and its own legal expenses, attorneys’ fees, and costs of all experts and witnesses, provided, however, that the arbitrator may award arbitration costs, including legal, auditing, and other fees to the prevailing party in the arbitration proceeding if the party prevails on a claim based on a statute or contract that provides for award of such attorneys’ fees and costs to the prevailing party. The parties agree to use any mass arbitration rules and fee schedule of the selected arbitration forum, if available and if applicable, including if such rules or fee schedule become applicable after the commencement of arbitration.
Each party retains the right to seek judicial assistance: (a) to compel arbitration; (b) to obtain interim measures of protection prior to or pending arbitration; (c) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of its proprietary or confidential information or to enjoin infringement or other misuse of intellectual property rights; or (d) to enforce any decision of the arbitrator, including the final award.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PERMITTED UNDER THIS AGREEMENT OR AS PROVIDED IN THE ARBITRATOR’S OR ARBITRATION AGENCY’S APPLICABLE RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR TERUMO NEURO WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.
Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Terumo Neuro can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Terumo Neuro in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: AskTN@microvention.com. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
Survival. This Arbitration Agreement will survive any termination of your relationship with us. Notwithstanding any provision in the Agreement to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to us.
By using this App, you agree that the laws of the United States and the laws of the State of California govern this Agreement and any claim or dispute you may bring against Terumo Neuro, without giving effect to any principles that provide for the application of the law of any other jurisdiction. You also agree that any arbitration arising from this Agreement will be held in accordance with the U.S. Federal Arbitration Act. Subject to the Dispute Resolution procedure stated above, any legal suit, arbitration, action or proceeding arising out of, or related to, this Agreement or your use of the App shall be instituted exclusively in the state of California for courts situated in Orange County or in federal court for the Central District of California.
At our sole discretion, we may modify or discontinue the App, or may modify, suspend or terminate your access to the App, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the App, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the App is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.