Requesting a key, checking the acceptance box, or using the Runtime records electronic acceptance of these terms.
1. Definitions
“Runtime” means the hosted TrueLoop / Stateful Wave Computing optimization service, its downloadable client, and the server endpoint. “Method” means the protected update rule, algorithms, parameters, and implementation that compute next configurations. “Evaluator Data” means measurements, statistics, scores, and configurations submitted by the evaluator. “Results” means returned configurations and outputs.
2. Evaluation license
NEOTECH grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Runtime for ninety days from acceptance, solely for internal evaluation on the evaluator’s own workloads. No fee or payment card is required.
3. Protected service; no reverse engineering
Protected runtime execution stays on NEOTECH’s endpoint. The evaluator receives Results only and will not reverse engineer, decompile, disassemble, reconstruct, circumvent technical limits, or use the Runtime to build a competing product or model.
3A. Anti-circumvention and material breach
The Runtime uses key authentication, expiry, rate limits, and access logging. Defeating, bypassing, sharing, or tampering with those controls is a material breach, may constitute trade-secret misappropriation, and may cause immediate termination and legal action.
4. Restrictions
The evaluator will not sublicense, resell, rent, or share access; remove proprietary notices; use the Runtime unlawfully or on data it lacks the right to process; or publish performance benchmarks without NEOTECH’s prior written consent.
5. Evaluator Data and Results
The evaluator owns its Evaluator Data and Results. It grants NEOTECH only the limited right to process Evaluator Data to operate, secure, diagnose, and support the Runtime. Session vectors remain in volatile memory while a session is active, are removed on end or expiry, and are not written to application logs or persistent storage. For up to ninety days, NEOTECH may retain privacy-minimized operational aggregates keyed by a one-way license fingerprint: endpoint and status counts, channel count, client version, session timing, saturation count, and dimensionless response-error change relative to that session’s first observation. These records contain no raw key, vector, target, score, session token, IP address, or user-agent string and are not sold or used to train products for other customers.
6. Intellectual property
NEOTECH and its licensors retain all right, title, and interest in the Runtime, Method, related intellectual property, and improvements. No rights are granted beyond the limited evaluation license.
7. Feedback
Suggestions and feedback may be used by NEOTECH under a perpetual, irrevocable, royalty-free license without restriction or obligation.
8. Confidentiality
Each party will protect the other party’s non-public information with reasonable care and use it only for this Agreement. The Method and non-public Runtime details are NEOTECH Confidential Information. These obligations survive termination.
9. No warranty
THE RUNTIME IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Published results do not guarantee performance on an undeclared workload.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR LOST PROFITS, REVENUE, OR DATA. NEOTECH’S TOTAL AGGREGATE EVALUATION LIABILITY WILL NOT EXCEED CAD $100.
11. Term and termination
The Agreement begins on acceptance and continues for the 90-day evaluation. Either party may terminate on written notice; NEOTECH may suspend or terminate access for breach. The evaluation does not auto-convert or auto-charge.
12. Export and compliance
The evaluator will comply with applicable export-control and sanctions laws and will not use the Runtime where prohibited.
13. Governing law
The Agreement is governed by British Columbia law and applicable federal Canadian law. Courts in British Columbia have exclusive jurisdiction.
14. General
This Agreement is the entire agreement on its subject. Assignment requires NEOTECH consent, except NEOTECH may assign it to an affiliate or successor. Electronic acceptance is valid, and email, organization, timestamp, and IP may be recorded as evidence.
This page is the operative site copy. A separately executed agreement or order controls where it expressly differs.