In this Agreement, unless
the context otherwise requires:
The following License terms
govern your use of the SDK unless you have concluded the separate agreement
with Neurotechnology. By installing, you agree to be bound by the terms of this
License Agreement. If you do not agree to the terms of this License Agreement,
you may not install, copy or otherwise use the SDK.
Copyright laws and
international copyright treaties, as well as other intellectual property laws
and treaties protect the SDK. The SDK is licensed, not sold.
1.1. Use of the SDK or the
SDK components.
Neurotechnology grants you a personal, non-exclusive license to use the SDK for
the purpose of designing, developing, and testing and distribute the Licensee
Products. Installation, adaptation, redistribution in any other manner than
prescribed in this Agreement is forbidden and concludes the breach of this
Agreement provisions.
1.2. Installation
You may install the SDK on a hard disk or other storage device; install and use
the SDK on a file server for use on a network for the purposes of:
1.3. Reproduction and
redistribution
You may reproduce and redistribute the Licensee
Products only in object code form and only when incorporated into your software
products provided to the End Users, as many times as you have obtained used
components' installation licenses. You may not include the SDK as part of
development tool or software development kit.
1.4. Protection of
intellectual rights
In order to protect Neurotechnology's intellectual
property rights in the SDK, you must reproduce on each copy of Licensee Product
a copyright notice that clearly states:
"Copyright _ [Licensee Name]. Portions Copyright 2006-2015
Neurotechnology. All Rights Reserved."
and you must distribute your product pursuant to a
valid agreement that is at least as protective of Neurotechnology's
rights in the SDK as this License Agreement.
1.5. Restrictions.
1.5.1. Limitations on
Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the SDK. You must
forbid your End Users to reverse engineer, decompile or disassemble any part of
the SDK. If you learn of any misuse of the SDK, you shall notify
Neurotechnology immediately.
1.5.2. Rental.
You may not lease or rent the SDK.
1.5.3. Proprietary notices.
You may not remove any proprietary notices on the SDK.
1.5.4 Transfer of rights.
Permanent or temporal transfer of all or any of your rights acquired due to
this Agreement is forbidden without Neurotechnology consent.
1.5.5 Export control.
You will not export or re-export SDK without appropriate licenses, in case the
law requires such licenses.
The SDK is owned and
copyrighted by Neurotechnology. Your license confers no title to, or ownership in the SDK and is not sale of any rights of
the SDK. No one provision of this Agreement should not be construed as an
expression to assign or sell any copyrights or any other intellectual property
rights to the SDK from Neurotechnology to you.
All title and copyrights in
and to the SDK, and accompanying printed materials are owned by
Neurotechnology. Copyright laws and International treaty provisions protect the
SDK. You may not use or copy the SDK or any accompanying written materials for
any purposes other than what is described in this Agreement. The SDK is
Copyright © 2006-2015 Neurotechnology. All rights reserved. The SDK remains the
sole and exclusive property of Neurotechnology at all times.
Neurotechnology agrees to
provide technical support via Internet, using E-mail address provided on: https://www.neurotechnology.com
Neurotechnology declares
that the SDK confirms to its published specifications and is delivered to you
free from any defects. However the SDK is provided on an "AS IS" basis, and Neurotechnology shall in no event warrant the
performance or results you may obtain by using the SDK. Neurotechnology
declares that the SDK have no bugs or other non-conformances. However if you
find any defects in the SDK, Neurotechnology's
liability is limited to replacement of the SDK, which will be fulfilled within
the duration of 30 (thirty) days from the moment of information about such
defects of the SDK.
This disclaimer of warranty
constitutes an essential part of the agreement.
The following is without
prejudice to any rights you may have at law, which cannot legally be excluded
or restricted. You acknowledge that no promise, representation, warranty or
undertaking has been made or given by Neurotechnology (or any of its directors,
officers, employees, affiliates or owners) to any person or company on its
behalf in relation to the profitability of or any other consequences or
benefits to be obtained from the delivery or use of the SDK or other materials.
You have relied upon your
own skill and judgment in deciding to acquire the SDK and any accompanying
manuals and other materials for use by you. Except as and to the extent
provided in this agreement, neither Neurotechnology nor any of its directors,
officers, employees, affiliates or owners will in any circumstances be liable
for any other damages whatsoever (including, without limitation, damages for
loss of business, business interruption, loss of business information or other
indirect, incidental, special or consequential loss) arising out of the use, or
inability to use, or supply or non-supply, of the SDK and any accompanying
written materials regardless of the basis of the claim and even if
Neurotechnology, or an authorized Neurotechnology's
representative has been advised of the possibility of such damages.
Some states or
jurisdictions do not allow the exclusion or limitation of incidental,
consequential or special damages, or the exclusion of implied warranties or
limitations on how long an implied warranty may last, so the above limitations
may not apply to you.
Neurotechnology's total liability under any provision
of this agreement is in any case limited to the amount actually paid by you for
the SDK.
This Agreement will become
effective upon your acceptance and continue in effect unless you cease to use
the SDK. You may terminate this License Agreement at any time. In addition,
without prejudice to any other rights, this Agreement and the license granted
hereunder will terminate automatically if you fail to comply with the terms and
conditions described herein. You agree that, upon such termination, you will
destroy or permanently erase all copies of the SDK, and that you will
immediately cease any distribution of Licensee Products.
This License Agreement is
the entire agreement between you and Neurotechnology relative to the SDK, and
supersedes all prior statements, proposals or agreements relative to its
subject matter, written or oral. This Agreement may only be modified in writing
signed by an authorized representative of Neurotechnology.
This License shall be governed by the laws of the Republic of Lithuania without regard to the provisions regarding conflicts of law. You agree that this License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You irrevocably submit to the jurisdiction of the state courts sitting in Vilnius, Lithuania, and any action or proceeding arising out of this License will be heard and determined in such court.
If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, such provision will be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remainder of this License will continue in full force and effect.
SentiSight is trademark of
Neurotechnology.
The SDK is developed
exclusively at private expense and is identified as "commercial computer
software and documentation" and thus, Licensee's Products shall be
licensed to any of Government of any State or jurisdiction under the terms of
license agreement containing the minimum terms as set forth in this agreement.