Terms of Use

These Platform Terms of Use (”Terms of Use”) govern your use of the Neuro Platform (the “Platform”) provided to you (“you” or “your”) for use pursuant to and subject to a Platform license agreement (the “Platform License Agreement”) between Neuro Building Systems (“Neuro”) and your employer, or other person or entity who owns or otherwise lawfully controls the computer on which the Platform is installed, or other person or entity that has granted access to your employer or other person or entity who owns or otherwise lawfully controls the computer on which the Platform is installed (“Licensor”).

BY ACCESSING AND USING THE PLATFORM YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE PLATFORM; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE PLATFORM.

1. License Grant. Subject to your strict compliance with these Terms of Use, Neuro hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Platform solely for Your internal business purposes. The foregoing You will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of the Platform License Agreement between Neuro and Licensor; or

(b) your ceasing to be authorized by Licensor to use the Platform for any or no reason.

2. Use Restrictions. You shall not, directly or indirectly:

(a) use the Platform except as set forth in Section 1;

(b) copy the Platform, in whole or in part;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform or any part thereof;

(d) combine the Platform or any part thereof with, or incorporate the Platform or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Platform, including any copy thereof;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Platform or any features or functionality of the Platform, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of You, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, Platform as a service, cloud, or other technology or service;

(h) use the Platform in violation of any law, regulation, or rule; or

(i) use the Platform for purposes of competitive analysis of the Platform, the development of a competing Platform product or service, or any other purpose that is to the Neuro’s commercial disadvantage.

3. Collection and Use of Information.

(a) Neuro may, directly or indirectly through the services of others, collect and store information regarding use of the Platform and about equipment on which the Platform is installed or through which it otherwise is accessed and used.

(b) You agree that Neuro may use such information for any purpose related to any use of the Platform by you, including but not limited to: (i) improving the performance of the Platform or developing updates; and verifying compliance with the terms of this Agreement and enforcing Neuro’s rights, including all intellectual property rights in and to the Platform.

5. Intellectual Property Rights. You acknowledge that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights to the Platform other than to use the Platform in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Neuro reserves and shall retain its entire right, title, and interest in and to the Platform and all intellectual property rights arising out of or relating to the Platform, subject to the license expressly granted to the You in this Agreement. You shall safeguard the Platform (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

6. Disclaimer of Liability. IN NO EVENT WILL NEURO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OWNERS, AGENTS, OFFICERS, EMPLOYEES OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM. YOU ARE PROVIDED THE PLATFORM PURSUANT TO THE PLATFORM LICENSE AGREEMENT BETWEEN NEURO AND YOU, SOLELY FOR THE BENEFIT OF YOU AND AT YOUR DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY NEURO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR OWNERS, AGENTS, OFFICERS, EMPLOYEES OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE PLATFORM SHALL BE SOLELY TO YOU PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

7. Export Regulation. The Platform may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.

8. Governing Law. These Terms of Use are 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) that would cause the application of Laws of any jurisdiction other than those of the State of New York.