Purchasing, downloading, installing, or using the Software represents authority to bind the Licensee and acceptance of this Agreement.
1. Definitions
The Software includes the hosted endpoint, client library, offline or on-premises build, documentation, updates, and components. The Method is the proprietary update rule and implementation. Authorized Users are the Licensee’s personnel and contractors acting for its internal benefit under equally protective obligations.
2. Grant of license
Subject to payment and continuous compliance, NEOTECH grants a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license during the paid term for internal use of the endpoint and authorized Offline Build.
3. Restrictions
The Licensee may not sell, share, host, redistribute, modify, reverse engineer, decrypt, extract, reconstruct, benchmark to discover, remove controls from, or use the Software or Method to create a competing product. Use beyond the paid scope, sites, seats, or term is prohibited.
3A. Anti-tampering
Offline Builds may contain a licensee watermark, expiry, integrity validation, and online license-status checks. Circumvention is a material breach and may trigger revocation, self-termination, destruction requirements, and legal action.
4. Term, pricing, and renewal
Unless purchase terms say otherwise, the initial term is twelve months from cleared payment. First-year pricing does not create a right to future pricing or renewal. Continued use requires a new paid term.
5. The Method remains protected
The Method is a NEOTECH trade secret. Hosted deployments never deliver it. Offline deployments provide it only in compiled, obfuscated, or otherwise protected form and license it for execution, not inspection, extraction, or study.
6. Offline Build security
Each build may be uniquely watermarked and traceable, time-bounded, integrity-checked, and restricted to authorized systems. The Licensee must maintain reasonable controls against unauthorized access and copying.
7. Audit and verification
On reasonable notice, the Licensee will certify compliance, installed-copy count, and locations, and will reasonably cooperate with a limited compliance verification. Material non-compliance must be remedied and may shift reasonable audit cost to the Licensee.
8. Revocation and destruction
NEOTECH may revoke or suspend for breach, suspected misappropriation, legal or export reasons, or inconsistent use. On expiry, revocation, termination, or written demand, all use must cease and every copy, including backups, must be permanently destroyed within the required period.
9. Effect of termination
License rights end immediately. Payment obligations accrued before termination survive, and provisions protecting confidentiality, intellectual property, audit, restrictions, limitations, and destruction continue.
10. Licensee Data and Results
The Licensee owns its data and Results. NEOTECH may process only what is required to provide, secure, diagnose, and support the service and meet legal obligations. Raw experimental data is not required by the supported runtime contract. Hosted operational telemetry is limited to privacy-minimized service and relative-progress aggregates described in the privacy policy; raw session vectors are not persisted.
11. Confidentiality
Each party will protect non-public information. The Method, protected builds, security design, and non-public product information are NEOTECH Confidential Information and trade secrets.
12. Support and updates
Support, updates, deployment scope, and service levels are only those stated in the applicable order or written commercial terms. Updates do not expand the licensed scope unless agreed in writing.
13. Warranty disclaimer
THE SOFTWARE IS PROVIDED “AS IS” EXCEPT FOR ANY EXPRESS WARRANTY IN AN EXECUTED ORDER. IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. Liability
Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages or lost revenue, profits, goodwill, or data. Any negotiated liability cap in an executed order controls; otherwise liability is limited to fees paid for the relevant term.
15. Compliance and export
The Licensee is responsible for lawful use, data rights, authorized users, sanctions, and export controls, and will not deploy where prohibited.
16. Governing law and general terms
British Columbia law and applicable federal Canadian law govern. The executed order, this Agreement, and incorporated terms form the entire agreement. Amendments and waivers must be in writing. Electronic acceptance is valid.
This page is the operative site copy. A separately executed agreement or order controls where it expressly differs.