General Terms and Conditions
These general terms and conditions (“Terms and Conditions”), along with the service agreement between us (the “Agreement”) and any Additional Terms, as defined below, govern your use of and access to our cloud-based analytics platform and support services (“Subscription Service”). The terms of the Agreement and Additional Terms will control in the event of a conflict with these general Terms and Conditions.
(A) License Grant. Subject to the Agreement and your payment of all Fees required pursuant to the Agreement, Neuro-ID grants to you and your Authorized Users a terminable, revocable, non-exclusive, non-transferable license (without the right to sublicense) during the Term of the Agreement to access and use the Subscription Service solely in accordance with applicable Documentation and solely for your internal business purposes. Neuro-ID reserves the right to modify the Subscription Service at any time. You understand that the Agreement grants certain rights of access only, and that nothing in the Agreement shall be interpreted to require delivery of a copy of any software to you or installation of a copy of such software upon your computers or systems, other than the installation of the Code on your website. You further acknowledge that the license granted pursuant to the Agreement is not a sale and does not transfer to you title or ownership of any of the Neuro-ID Materials or a copy of the Neuro-ID Code, but only a right of limited use. The Agreement does not transfer any title or any ownership right or interest in any Reports, Neuro-ID Code or Documentation (collectively, the “Neuro-ID Materials”) nor in any Intellectual Property Rights in the Neuro-ID Materials, to you. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in the Agreement, is void from its inception. Neuro-ID reserves all rights not expressly granted under the Agreement.
(B) Definitions for Certain Capitalized Terms that are Used Above: “Documentation” means any proprietary documentation made available to you by Neuro-ID for use with the Subscription Service, including any documentation available on the Neuro-ID website (“Website”) or otherwise. “Intellectual Property Rights” means patent rights, trademark rights, copyrights, moral rights, publicity and privacy rights, sui generisdatabase rights, and all other proprietary rights, throughout the world. “Neuro-ID Code” means any computer code (source, object or otherwise) used to provide the Subscription Service or to which access is provided to you under the Agreement, including our proprietary software which analyzes End User behavior and generates analytics reports (“Reports”). “Authorized User” means your employee, consultant, agent or other user that you and we have expressly authorized to use and access the Subscription Service. Any other capitalized but undefined terms used herein shall have the meaning given to them in the Agreement.
(C) Additional Terms. Your use of the Subscription Service is subject to any additional restrictions, requirements, limitations and obligations set forth (a) in the Website as applicable to use of the Subscription Service and (b) in any additional written contract pertaining to the Subscription Service which is in effect between you and us (collectively, “Additional Terms”).