This Commercial License Agreement (the “Agreement”) is a binding legal contract between NEOTECH Inc., a corporation based in Port Coquitlam, British Columbia, Canada (“NEOTECH,” “Licensor,” “we,” or “us”), and the individual or entity that purchases a license, accepts this Agreement, or installs, accesses, or uses the licensed Software (the “Licensee” or “you”). By checking the acceptance box, completing payment, downloading any offline build, or using the Software, you represent that you have authority to bind the Licensee and you agree to be bound by every provision of this Agreement. If you do not agree, do not purchase, download, or use the Software.
“Software” means the TrueLoop Compute / Stateful Wave Computing runtime in any form licensed to you, including the hosted endpoint service, the client library, any offline or on-premises build, and all documentation, updates, and components NEOTECH provides. “Method” means the proprietary update law, algorithms, coefficients, parameters, model structure, and implementation by which the Software computes next configurations from measured residuals, together with all trade secrets embodied therein. “Offline Build” means any build NEOTECH provides for execution within Licensee’s own infrastructure. “License Term” means the period for which Licensee has paid, as described in Section 4. “Licensee Data” means measurements, statistics, scores, and configurations you submit. “Results” means the next configurations and outputs returned to you. “Authorized Users” means Licensee’s own employees and contractors acting for Licensee’s internal benefit and bound by obligations at least as protective as this Agreement.
Subject to full payment and continuous compliance with this Agreement, NEOTECH grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license, during the License Term only, to: (a) access and use the hosted endpoint for Licensee’s internal business or research purposes; and (b) install and execute the Offline Build on systems owned or controlled by Licensee, solely for Licensee’s internal purposes and solely by Authorized Users. No other rights are granted. All rights not expressly granted are reserved to NEOTECH. The Software is licensed, not sold.
Except only to the extent this restriction is unenforceable under applicable law, Licensee will not, and will not permit or enable any third party to:
(a) copy the Software except for a single reasonable backup of the Offline Build retained solely for archival continuity and subject to this Agreement; (b) sell, resell, rent, lease, lend, sublicense, distribute, publish, host as a service, transfer, or otherwise make the Software available to any third party; (c) modify, adapt, translate, or create derivative works of the Software or Method; (d) reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to derive, reconstruct, or discover the Method, its update law, coefficients, parameters, source code, or underlying ideas, or to probe, benchmark, or instrument any build or endpoint for that purpose; (e) remove, obscure, or alter any proprietary notice, identifier, license mechanism, watermark, or expiry control; (f) circumvent, disable, or tamper with any license-enforcement, expiry, telemetry, or access-control mechanism; (g) use the Software to develop, train, or improve any product, model, or service that competes with the Software or the Method; (h) use the Software beyond the scope, sites, seats, or term for which Licensee has paid; (i) use the Software unlawfully or to process data Licensee lacks the right to process; or (j) publish performance benchmarks, comparisons, or characterizations of the Software without NEOTECH’s prior written consent.
The Offline Build contains a watermark identifying Licensee, an expiry control, an integrity check, and an online license-status check. Licensee will not, and will not permit any person to, alter, modify, remove, disable, obscure, bypass, or otherwise tamper with any of these mechanisms, or attempt to run the Software after expiry, after revocation, or outside the licensed scope. Any such tampering or circumvention is a material breach of this Agreement, constitutes misappropriation of NEOTECH’s trade secrets, and may result in immediate termination, the self-termination and destruction of the Offline Build, and civil and/or other legal action. Licensee consents to the watermarking, integrity checks, and license-status checks and acknowledges that a copy found outside Licensee’s authorized systems is presumed to have been disclosed by Licensee.
The initial License Term is twelve (12) months from the date payment clears, unless a different term is stated at purchase. Pricing is for the first year only and is expressly subject to change for any renewal or subsequent term, at NEOTECH’s sole discretion. NEOTECH is under no obligation to renew on the same terms or at all. The first-year price does not establish any right to future pricing. NEOTECH may, but need not, offer continuity or loyalty consideration to early licensees. Continued use after the License Term requires a new paid term under the then-current terms; absent renewal, the license ends and Section 9 applies.
The Method is NEOTECH’s most valuable trade secret. In the hosted model the Method executes only on NEOTECH’s servers and is never delivered to Licensee. In any Offline Build, the Method is delivered only in compiled, obfuscated, and/or otherwise protected form, and is licensed for execution only — not for inspection, extraction, or study. Licensee acknowledges that the Method derives independent economic value from not being generally known, that NEOTECH takes reasonable measures to keep it secret, and that it qualifies for trade-secret protection. Any attempt to derive the Method is a material breach and a misappropriation of trade secrets.
Licensee acknowledges and consents that each Offline Build may be uniquely watermarked and traceable to Licensee, may contain a built-in expiry that disables execution at or after the end of the License Term, and may contain integrity and license-validation mechanisms. Licensee will not interfere with, remove, or defeat any such mechanism. If any copy of the Offline Build attributable to Licensee is found outside Licensee’s authorized systems, Licensee is presumed responsible for the disclosure. Licensee will deploy the Offline Build only on the authorized systems and will maintain reasonable security controls (access restriction, encryption at rest where practicable, and personnel controls) to prevent unauthorized copying.
On reasonable notice, and no more than as reasonably necessary, Licensee will certify in writing its compliance with this Agreement and the number and location of installed copies, and will permit NEOTECH (or an independent auditor bound to confidentiality) to verify compliance. Licensee will reasonably cooperate. If an audit reveals material non-compliance, Licensee will promptly remedy it and bear the reasonable cost of the audit, without limiting NEOTECH’s other remedies.
NEOTECH may revoke or suspend this license, and may require Licensee to cease all use, at NEOTECH’s sole discretion, including for breach, suspected misappropriation, legal or export-control reasons, or where NEOTECH reasonably determines continued use is inconsistent with its rights. Upon revocation, suspension, expiry, or termination, and upon any written request from NEOTECH, Licensee will, within ten (10) days (or such shorter period as NEOTECH reasonably specifies for cause): (a) immediately cease all use of the Software; (b) permanently destroy or erase every copy of the Software and Offline Build in Licensee’s possession or control, including backups and derived artifacts; and (c) on request, provide a written certification, signed by an officer, that destruction is complete. The obligation to destroy on demand is a material term that survives termination. Licensee agrees that NEOTECH’s determination under this Section governs the question of whether and when Licensee may continue to use the Software.
On expiry or termination for any reason, all licenses end immediately, any Offline Build will cease to function under its expiry control, and Section 8’s destruction obligations apply. Fees paid are non-refundable except as expressly stated at purchase or required by law. Sections 1, 3, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16 survive termination.
NEOTECH and its licensors retain all right, title, and interest in and to the Software, the Method, and all related intellectual property, including all updates and improvements. As between the parties Licensee owns Licensee Data and Results, and grants NEOTECH a limited license to process Licensee Data solely to provide the Software. If Licensee provides suggestions or feedback, Licensee grants NEOTECH a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation.
The Software, the Method, pricing, and non-public technical information are NEOTECH’s Confidential Information. Licensee will use Confidential Information only to exercise its rights under this Agreement, will protect it with at least reasonable care, and will not disclose it except to Authorized Users with a need to know who are bound by confidentiality. These obligations survive termination and continue for as long as the information remains a trade secret.
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PERFORMANCE FIGURES IN NEOTECH’S MATERIALS ARE DERIVED FROM SIMULATION AND ARE NOT A GUARANTEE OF RESULTS ON LICENSEE’S WORKLOADS. NEOTECH DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. NEOTECH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY LICENSEE TO NEOTECH IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Nothing in this Agreement limits liability that cannot be limited by law. The limitations in this Section do not limit Licensee’s liability for breach of Sections 3, 5, 6, or 11, or for infringement or misappropriation of NEOTECH’s intellectual property.
Licensee will defend, indemnify, and hold harmless NEOTECH from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of Licensee’s use of the Software in breach of this Agreement, Licensee’s violation of law, or Licensee’s infringement or misappropriation of any third-party or NEOTECH right.
Licensee acknowledges that breach of Sections 3, 5, 6, or 11 would cause irreparable harm for which monetary damages are inadequate, and that NEOTECH is entitled to seek injunctive and other equitable relief, without posting bond, in addition to all other remedies.
Licensee will comply with all applicable export-control and sanctions laws and will not use or transfer the Software where prohibited. This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules, and the courts of British Columbia have exclusive jurisdiction, to which the parties consent. This Agreement, together with the terms presented at purchase, is the entire agreement on its subject matter and supersedes prior discussions. Licensee may not assign this Agreement; NEOTECH may assign it to an affiliate or successor. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will stay in effect. No waiver is effective unless in writing. NEOTECH may update this Agreement for future terms; the version accepted at purchase governs that term. Acceptance may be given electronically, and NEOTECH may record Licensee’s identity, email, organization, timestamp, and IP address as evidence of acceptance.
This Agreement is provided by NEOTECH Inc. for its own licensing and is not legal advice to Licensee. Licensee should obtain its own counsel before accepting.