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mdt_eula.txt · Last modified: 2016/03/19 16:12 by Robbins Zhang

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mdt_eula [2016/02/18 21:17]
Robbins Zhang
mdt_eula [2016/02/18 21:26]
Robbins Zhang
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 THIS LICENSE AGREEMENT (THE “AGREEMENT”) GOVERNS THE LICENSE OF: (A) THE NEUROSKY MINDWAVE™ and / or MINDWAVE MOBILE™ ​ (“MINDWAVE”),​ (B) SOFTWARE ASSOCIATED AND/OR PACKED-IN WITH THE MINDWAVE, AS APPLICABLE AND AS FURTHER DEFINED BELOW (“SOFTWARE”) AND (C) DOCUMENTATION FOR THE MINDWAVE, AND SOFTWARE, OR OFFERED PURSUANT TO SUPPORT, AS APPLICABLE. ​ REFERENCES TO THE MINDWAVE HEREIN SHALL ALSO BE DEEMED TO REFER TO THE MINDWAVE™ and MINDWAVE MOBILE™. ​ THE MINDWAVE (INCLUDING THE MINDWAVE MOBILE) ​  SHALL BE REFERRED TO HEREIN AS THE “HARDWARE”. THIS LICENSE AGREEMENT (THE “AGREEMENT”) GOVERNS THE LICENSE OF: (A) THE NEUROSKY MINDWAVE™ and / or MINDWAVE MOBILE™ ​ (“MINDWAVE”),​ (B) SOFTWARE ASSOCIATED AND/OR PACKED-IN WITH THE MINDWAVE, AS APPLICABLE AND AS FURTHER DEFINED BELOW (“SOFTWARE”) AND (C) DOCUMENTATION FOR THE MINDWAVE, AND SOFTWARE, OR OFFERED PURSUANT TO SUPPORT, AS APPLICABLE. ​ REFERENCES TO THE MINDWAVE HEREIN SHALL ALSO BE DEEMED TO REFER TO THE MINDWAVE™ and MINDWAVE MOBILE™. ​ THE MINDWAVE (INCLUDING THE MINDWAVE MOBILE) ​  SHALL BE REFERRED TO HEREIN AS THE “HARDWARE”.
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 LICENSE OF THE HARDWARE AND THE SOFTWARE BY NEUROSKY, INC., ITS SUBSIDIARIES AND/OR AFFILIATES (“NEUROSKY” OR THE “COMPANY”) TO YOU AS THE INDIVIDUAL OR LEGAL ENTITY THAT WILL BE USING THE SOFTWARE (“YOU” AND “YOUR”) IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT WITHOUT MODIFICATION. ​   LICENSE OF THE HARDWARE AND THE SOFTWARE BY NEUROSKY, INC., ITS SUBSIDIARIES AND/OR AFFILIATES (“NEUROSKY” OR THE “COMPANY”) TO YOU AS THE INDIVIDUAL OR LEGAL ENTITY THAT WILL BE USING THE SOFTWARE (“YOU” AND “YOUR”) IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT WITHOUT MODIFICATION. ​  
 THIS IS A LEGAL, BINDING AND ENFORCEABLE CONTRACT BETWEEN NEUROSKY AND YOU. BY INDICATING ASSENT ELECTRONICALLY,​ OR BY LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INDICATE ASSENT OR LOAD THE SOFTWARE.  ​ THIS IS A LEGAL, BINDING AND ENFORCEABLE CONTRACT BETWEEN NEUROSKY AND YOU. BY INDICATING ASSENT ELECTRONICALLY,​ OR BY LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INDICATE ASSENT OR LOAD THE SOFTWARE.  ​
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 General General
 A.    The Company has developed and will develop non-invasive dry sensor products that capture the biosignals generated by neurological activity, and eye or muscle movements (the “Products”) and software algorithms that interpret such biosignals ​ (the “NeuroSky Algorithms”). A.    The Company has developed and will develop non-invasive dry sensor products that capture the biosignals generated by neurological activity, and eye or muscle movements (the “Products”) and software algorithms that interpret such biosignals ​ (the “NeuroSky Algorithms”).
-B.    The Company’s MindWave™ and / or MINDWAVE MOBILE™ ​  ​consists of (i) a MindWave or MINDWAVE MOBILE™ ​  ​neural headset (the “Headset”) with the ThinkGear™ ASIC Module (the “Module”),​ RF dongle for RF compatible MindWaves(ii) an optical disc containing the MindWave Instruction Manual, RF drivers, and Pack-In Software (collectively,​ the foregoing in (ii) is referred to as the “Software” if you are licensing the MindWave); (iii) documentation for the Software; and (iv) the MindWave Quick Start Guide (the “Guide”).+B.    The Company’s MindWave™ and / or MINDWAVE MOBILE™ ​  ​consists of (i) a MindWave or MINDWAVE MOBILE™ ​  ​neural headset (the “Headset”) with the ThinkGear™ ASIC Module (the “Module”),​ RF dongle for RF compatible MindWaves(ii) an optical disc containing the MindWave Instruction Manual, RF drivers, and Pack-In Software (collectively,​ the foregoing in (ii) is referred to as the “Software” if you are licensing the MindWave); (iii) documentation for the Software; and (iv) the MindWave Quick Start Guide (the “Guide”).
  
 1.    License 1.    License
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 1.1    The Company is licensing the MindWave to You on the terms and conditions of this Agreement. ​ The license set forth herein is subject to receipt of full payment for the Hardware and Software.  ​ 1.1    The Company is licensing the MindWave to You on the terms and conditions of this Agreement. ​ The license set forth herein is subject to receipt of full payment for the Hardware and Software.  ​
-1.2    Subject to the terms and conditions of this Agreement, the Company grants You a limited, non-exclusive,​ non-transferable,​ non-sublicensable license to use the Hardware, Software and Documentation to (a) run NeuroSky-approved applications  +1.2    Subject to the terms and conditions of this Agreement, the Company grants You a limited, non-exclusive,​ non-transferable,​ non-sublicensable license to use the Hardware, Software and Documentation to (a) run NeuroSky-approved applications  
-1.3    You may copy the Software, the Guide and the Documentation only to the extent necessary for Your authorized use of the Hardware and Software, and for archival and backup purposes, provided that You will at all times and in each instance, reproduce all copyright notices and proprietary legends on each copy in the same manner as such notices and legends appear on the original. ​ You shall not (and shall not allow any third party to) copy (except as provided in the preceding sentence), modify, reverse engineer, reverse assemble, disassemble,​ or decompile the Products, the Hardware, the Software or the NeuroSky Algorithms or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Products, the Hardware, the Software or the NeuroSky Algorithms. You shall not modify the Products, the Hardware, the Software or the NeuroSky Algorithms in any manner or form, except as provided in the User Guide. You shall not (and shall not allow any third party to) create derivative works of the Hardware, the Software or the NeuroSky Algorithms or any part thereof. ​ .+1.3    You may copy the Software, the Guide and the Documentation only to the extent necessary for Your authorized use of the Hardware and Software, and for archival and backup purposes, provided that You will at all times and in each instance, reproduce all copyright notices and proprietary legends on each copy in the same manner as such notices and legends appear on the original. ​ You shall not (and shall not allow any third party to) copy (except as provided in the preceding sentence), modify, reverse engineer, reverse assemble, disassemble,​ or decompile the Products, the Hardware, the Software or the NeuroSky Algorithms or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Products, the Hardware, the Software or the NeuroSky Algorithms. You shall not modify the Products, the Hardware, the Software or the NeuroSky Algorithms in any manner or form, except as provided in the User Guide. You shall not (and shall not allow any third party to) create derivative works of the Hardware, the Software or the NeuroSky Algorithms or any part thereof. 
 1.4    You shall not use the Hardware or Software for any illegal use, or use as components in life support or safety devices or systems, or military or nuclear applications,​ or for any other application in which the failure of the Hardware, Software could create a situation where personal injury or death may occur. ​ 1.4    You shall not use the Hardware or Software for any illegal use, or use as components in life support or safety devices or systems, or military or nuclear applications,​ or for any other application in which the failure of the Hardware, Software could create a situation where personal injury or death may occur. ​
 1.5    Except as expressly provided in this Agreement, all rights to the Company’s intellectual property are specifically reserved, and in no event shall You acquire any other rights or licenses, implied or otherwise, by virtue of this Agreement. ​ Without restricting the previous sentence, nothing herein shall be construed as a right or license to make, have made, use, sell, offer to sell, import, lease or distribute any products or technology related to the Products, the Hardware, the Software or the NeuroSky Algorithms, or to use any name, identifier, trademark, trade name, service mark or other designation of the Company. 1.5    Except as expressly provided in this Agreement, all rights to the Company’s intellectual property are specifically reserved, and in no event shall You acquire any other rights or licenses, implied or otherwise, by virtue of this Agreement. ​ Without restricting the previous sentence, nothing herein shall be construed as a right or license to make, have made, use, sell, offer to sell, import, lease or distribute any products or technology related to the Products, the Hardware, the Software or the NeuroSky Algorithms, or to use any name, identifier, trademark, trade name, service mark or other designation of the Company.
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 4.    Representations and Warranties 4.    Representations and Warranties
 4.1    The Company represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement; (b) the performance by the Company of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and (c) subject to Your agreement to the terms and conditions of this Agreement and the truth and accuracy of Your representations and warranties, this Agreement will constitute the legal, valid and binding obligation of the Company, in accordance with its terms. ​ 4.1    The Company represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement; (b) the performance by the Company of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and (c) subject to Your agreement to the terms and conditions of this Agreement and the truth and accuracy of Your representations and warranties, this Agreement will constitute the legal, valid and binding obligation of the Company, in accordance with its terms. ​
-4.2    You represent and warrant that (a) You have the full right, power and authority to enter into this Agreement; (b) if You are an entity, the person agreeing to the terms and conditions of this Agreement has the power to bind You, (c) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which You are a party or by which You are bound; (d) for purchase from the NeuroSky on-line stores the contact, payment and shipment information You have provided is accurate, and You will promptly provide the Company with any changes thereto, as applicable; (e) when agreed to, this Agreement will constitute Your legal, valid and binding obligation, in accordance with its terms.+4.2    You represent and warrant that (a) You have the full right, power and authority to enter into this Agreement; (b) if You are an entity, the person agreeing to the terms and conditions of this Agreement has the power to bind You, (c ) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which You are a party or by which You are bound; (d) for purchase from the NeuroSky on-line stores the contact, payment and shipment information You have provided is accurate, and You will promptly provide the Company with any changes thereto, as applicable; (e) when agreed to, this Agreement will constitute Your legal, valid and binding obligation, in accordance with its terms.
 5.    Limitation of Liability; Warranty 5.    Limitation of Liability; Warranty
  
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 5.2    The Company’s maximum aggregate liability with respect to this Agreement whether under theory of contract, tort (including negligence),​ strict liability or otherwise shall be limited to the amount of the fee You paid for the license.  ​ 5.2    The Company’s maximum aggregate liability with respect to this Agreement whether under theory of contract, tort (including negligence),​ strict liability or otherwise shall be limited to the amount of the fee You paid for the license.  ​
  
-5.3    If you have licensed the MindWave directly through an official NeuroSky on-line stores, you may return the Headset that was licensed to You in connection with the MindWave for any reason, within twenty-one (21) days of the shipment date for such Headset, as indicated on the records of the Company. ​ To return such Headset pursuant to this Section 5.3, (a) You must complete the RMA form set forth at http://​support.neurosky.com in a full and complete manner; (b) fully cooperate with any questions or communications directed or sent to you by a NeuroSky representative;​ (c) obtain a valid RMA approval; (d) return the Hardware, Software, Guide and all materials associated with such Headset in the original packaging and in their original condition; and (e) pay a restocking fee, as set forth in the RMA approval. ​ You must ship the Hardware and Software in accordance with the instructions contained within the RMA approval, and You are responsible for shipping fees, customs, duties, taxes and insurance associated with such return. ​ After the return has been processed, and confirmation made that all of the requirements set forth in this Section 5.3 have been met, a refund will be processed, either, in the Company’s sole discretion, by means of a charge-back to the credit card or PayPal account You provided for the license, or by a check in Your name.  MindWaves purchased through merchants other than the NeuroSky on-line store are covered by the merchant’s return policy and are excluded from the provisions detailed in 5.3.+5.3    If you have licensed the MindWave directly through an official NeuroSky on-line stores, you may return the Headset that was licensed to You in connection with the MindWave for any reason, within twenty-one (21) days of the shipment date for such Headset, as indicated on the records of the Company. ​ To return such Headset pursuant to this Section 5.3, (a) You must complete the RMA form set forth at http://​support.neurosky.com in a full and complete manner; (b) fully cooperate with any questions or communications directed or sent to you by a NeuroSky representative;​ (c ) obtain a valid RMA approval; (d) return the Hardware, Software, Guide and all materials associated with such Headset in the original packaging and in their original condition; and (e) pay a restocking fee, as set forth in the RMA approval. ​ You must ship the Hardware and Software in accordance with the instructions contained within the RMA approval, and You are responsible for shipping fees, customs, duties, taxes and insurance associated with such return. ​ After the return has been processed, and confirmation made that all of the requirements set forth in this Section 5.3 have been met, a refund will be processed, either, in the Company’s sole discretion, by means of a charge-back to the credit card or PayPal account You provided for the license, or by a check in Your name.  MindWaves purchased through merchants other than the NeuroSky on-line store are covered by the merchant’s return policy and are excluded from the provisions detailed in 5.3.
  
 5.4    If you have licensed the MindWave directly through an official NeuroSky on-line stores, NeuroSky warrants that (a) the Headset that was licensed to You in connection with the MindWave will be free from defects in workmanship for a period of ninety (90) days from the shipment date for such Headset, as indicated on the records of the Company; and (b) the Module contained within such Headset will be free from defects in workmanship for a period of three hundred sixty-five (365) days from the shipment date for such Headset, as indicated on the records of the Company. ​ MindWaves purchased through merchants other than NeuroSky’s on-line stores are covered by the merchant’s warranty and are excluded from the provisions detailed in 5.4. 5.4    If you have licensed the MindWave directly through an official NeuroSky on-line stores, NeuroSky warrants that (a) the Headset that was licensed to You in connection with the MindWave will be free from defects in workmanship for a period of ninety (90) days from the shipment date for such Headset, as indicated on the records of the Company; and (b) the Module contained within such Headset will be free from defects in workmanship for a period of three hundred sixty-five (365) days from the shipment date for such Headset, as indicated on the records of the Company. ​ MindWaves purchased through merchants other than NeuroSky’s on-line stores are covered by the merchant’s warranty and are excluded from the provisions detailed in 5.4.
  
-5.5    To make a warranty claim pursuant to Section 5.4, (a) You must complete the RMA form set forth at http://​support.neurosky.com in a full and complete manner; (b) fully cooperate with any questions or communications directed or sent to you by a NeuroSky representative;​ (c) obtain a valid RMA approval; and (d) return the Hardware, Software, Guide, Documentation and all materials associated with such Headset in the original packaging and in their original condition. ​ You must ship the foregoing in accordance with the instructions contained within the RMA approval, and You are responsible for shipping fees, customs, duties, taxes and insurance associated with such return. ​ After the return has been processed, confirmation made that all of the requirements set forth in this Section 5.5 have been met, and that the Headset or the Module is defective, then the Company, in its sole discretion, may either (x) repair the defective Headset or Module, or (y) replace the defective Headset or Module with a new or refurbished unit.  If the Hardware, Software, Guide, Documentation and all materials associated with such Headset are not returned in the original packaging and/or are not in their original condition, you may be charged a restocking fee, depending upon the condition of the return, which must be paid prior to You receiving the repaired or replacement unit.  The warranty coverage set forth in Section 5.4 does not cover components that have failed due to normal wear and tear, by abuse or improper use of the Hardware or the components therein, or other exclusions as determined by the Company in good faith through its RMA process.+5.5    To make a warranty claim pursuant to Section 5.4, (a) You must complete the RMA form set forth at http://​support.neurosky.com in a full and complete manner; (b) fully cooperate with any questions or communications directed or sent to you by a NeuroSky representative;​ (c ) obtain a valid RMA approval; and (d) return the Hardware, Software, Guide, Documentation and all materials associated with such Headset in the original packaging and in their original condition. ​ You must ship the foregoing in accordance with the instructions contained within the RMA approval, and You are responsible for shipping fees, customs, duties, taxes and insurance associated with such return. ​ After the return has been processed, confirmation made that all of the requirements set forth in this Section 5.5 have been met, and that the Headset or the Module is defective, then the Company, in its sole discretion, may either (x) repair the defective Headset or Module, or (y) replace the defective Headset or Module with a new or refurbished unit.  If the Hardware, Software, Guide, Documentation and all materials associated with such Headset are not returned in the original packaging and/or are not in their original condition, you may be charged a restocking fee, depending upon the condition of the return, which must be paid prior to You receiving the repaired or replacement unit.  The warranty coverage set forth in Section 5.4 does not cover components that have failed due to normal wear and tear, by abuse or improper use of the Hardware or the components therein, or other exclusions as determined by the Company in good faith through its RMA process.
  
 5.6    If you obtained the MindWave other than directly through an official NeuroSky on-line store, NeuroSky is under no warranty or return obligation under this Section 5.  You must obtain warranty and return coverage from the entity from which you obtained the MindWave. 5.6    If you obtained the MindWave other than directly through an official NeuroSky on-line store, NeuroSky is under no warranty or return obligation under this Section 5.  You must obtain warranty and return coverage from the entity from which you obtained the MindWave.
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 A. The Company has developed and will develop non-invasive dry sensor products that capture the biosignals generated by neurological activity, and eye or muscle movements (the “Products”) and software algorithms that interpret such biosignals (the “NeuroSky Algorithms”). A. The Company has developed and will develop non-invasive dry sensor products that capture the biosignals generated by neurological activity, and eye or muscle movements (the “Products”) and software algorithms that interpret such biosignals (the “NeuroSky Algorithms”).
  
-B. The Company’s MindSet consists of (i) a MindSet neural headset (the “Headset”) with the ThinkGear™ ASIC Module (the “Module”),​ Bluetooth dongle, USB cord(ii) an optical disc containing the MindSet Instruction Manual, Bluetooth dongle drivers, and BCI Technology Demonstrations (collectively,​ the foregoing in (ii) is referred to as the “Software” if you are licensing the MindSet); (iii) documentation for the Software; and (iv) the MindSet Quick Start Guide (the “Guide”).+B. The Company’s MindSet consists of (i) a MindSet neural headset (the “Headset”) with the ThinkGear™ ASIC Module (the “Module”),​ Bluetooth dongle, USB cord(ii) an optical disc containing the MindSet Instruction Manual, Bluetooth dongle drivers, and BCI Technology Demonstrations (collectively,​ the foregoing in (ii) is referred to as the “Software” if you are licensing the MindSet); (iii) documentation for the Software; and (iv) the MindSet Quick Start Guide (the “Guide”).
  
 C. The Company’s MDT consists of (i) an optical disk or digital download containing the ThinkGear Connector, the ThinkGear Communications Driver and the ThinkGear Stream Parser (collectively,​ the foregoing in (i) is referred to as the “Software” if you are licensing the MDT); and (ii) documentation for the Software. C. The Company’s MDT consists of (i) an optical disk or digital download containing the ThinkGear Connector, the ThinkGear Communications Driver and the ThinkGear Stream Parser (collectively,​ the foregoing in (i) is referred to as the “Software” if you are licensing the MDT); and (ii) documentation for the Software.
  
-D. The Company’s MRT consists of (i) an optical disk or digital download containing (i) the NeuroViewTM application;​ (ii) the NeuroSkyLabTM software module (collectively,​ the foregoing in (i) and (ii) is referred to as the “Software” if you are licensing the MRT) and (iii) documentation for the Software.+D. The Company’s MRT consists of (i) an optical disk or digital download containing (i) the NeuroViewTM application;​ (ii) the NeuroSkyLabTM software module (collectively,​ the foregoing in (i) and (ii) is referred to as the “Software” if you are licensing the MRT)and (iii) documentation for the Software.
  
 1. License 1. License
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 4.1 The Company represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement; (b) the performance by the Company of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and ( c) subject to Your agreement to the terms and conditions of this Agreement and the truth and accuracy of Your representations and warranties, this Agreement will constitute the legal, valid and binding obligation of the Company, in accordance with its terms. 4.1 The Company represents and warrants that (a) it has the full corporate right, power and authority to enter into this Agreement; (b) the performance by the Company of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or by which it is bound; and ( c) subject to Your agreement to the terms and conditions of this Agreement and the truth and accuracy of Your representations and warranties, this Agreement will constitute the legal, valid and binding obligation of the Company, in accordance with its terms.
  
-4.2 You represent and warrant that (a) You have the full right, power and authority to enter into this Agreement; (b) if You are an entity, the person agreeing to the terms and conditions of this Agreement has the power to bind You( c) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which You are a party or by which You are bound; (d) You are resident in the United States of America; (d) the contact, payment and shipment information You have provided is accurate, and You will promptly provide the Company with any changes thereto, as applicable; (e) when agreed to, this Agreement will constitute Your legal, valid and binding obligation, in accordance with its terms.+4.2 You represent and warrant that (a) You have the full right, power and authority to enter into this Agreement; (b) if You are an entity, the person agreeing to the terms and conditions of this Agreement has the power to bind You( c) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which You are a party or by which You are bound; (d) You are resident in the United States of America; (e) the contact, payment and shipment information You have provided is accurate, and You will promptly provide the Company with any changes thereto, as applicable; (f) when agreed to, this Agreement will constitute Your legal, valid and binding obligation, in accordance with its terms.
  
 5. Limitation of Liability; Warranty 5. Limitation of Liability; Warranty
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