Copyright (c) 2024 Neuroblox Inc. All rights reserved.

NEUROBLOX, INC.

END USER LICENSE AGREEMENT (EULA)

Academic and non-commercial trial use, only

License Version 231213

THIS END USER LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU OR THE ORGANIZATION OR ENTITY WHO HAS AUTHORIZED YOU TO ENTER INTO THIS AGREEMENT (“YOU”) AND NEUROBLOX, INC. (“NEUROBLOX”). NEUROBLOX IS WILLING TO LICENSE THE NEUROBLOX SOFTWARE THAT IS PROVIDED TO YOU, IN BOTH SOURCE AND BINARY FORM AND RELATED DOCUMENTATION (THE “SOFTWARE”) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THE "AGREEMENT"). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING ON THE “I AGREE” BUTTON, AS CLICKING ON THIS BUTTON WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THE BELOW TERMS AND CONDITIONS, NEUROBLOX IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU MAY NOT USE OR DOWNLOAD THE SOFTWARE. YOU REPRESENT AND WARRANT THAT YOU ARE OVER THE AGE OF EIGHTEEN (18) YEARS AND HAVE THE CAPACITY TO ENTER INTO A LEGAL AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE ALL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY OR ORGANIZATION. In addition to this free End User License Agreement, Neuroblox makes our Software available under a variety of commercial licensing models that may grant additional rights to the Software. If you wish to use the Software for any commercial purpose, to receive any representation or warranty regarding the functionality of the Software, or to distribute derivative works of the Software, please contact Neuroblox and we will provide pricing and terms and conditions for you to enter into our binding Commercial License Agreement (a “Neuroblox License Agreement.”) which will provide additional rights and set forth certain additional obligations, as the parties may agree in writing. If you, or the institution or entity on whose behalf you are acting are a party to an executed and binding Neuroblox License Agreement, then, to the extent the Neuroblox License Agreement and this Agreement conflict, the Neuroblox License Agreement will take priority.

1. License. Subject to the terms and conditions of this Agreement, Neuroblox grants to you a nonexclusive, nontransferable limited license to (a) compile, use and copy the Software in accordance with the limitations of this Section 1, or, if you have entered into such an agreement with Neuroblox, in accordance with your Neuroblox License Agreement; and (b) use the compiled Software in object code form to create and distribute Models (as such term is defined in Section 2) in accordance with Section 2. For clarity, the Software includes, without limitation, the documentation, source code, specifications, test suites, algorithms, libraries, databases, and binary and/or executable code that may be included with the Neuroblox distribution, and any modifications or improvements made thereto. Any copy of the Software made by you must retain the copyright notice of Neuroblox as set forth in the Software downloaded by you. You may create and distribute Models using the Software only as set forth in Section 2. If you have downloaded or received a copy of the Software without entering into a Neuroblox License Agreement with Neuroblox, then your license to use the Software is limited to Academic Use. “Academic Use” means the use of the Software for non-commercial academic teaching and research purposes or other non-commercial not-for-profit scholarly purposes. Except as expressly permitted under an applicable Neuroblox License Agreement, in no event may you use the Software either for yourself or for the benefit of a third party: (i) to perform services for a fee, including, without limitation, commercial research and development, medical or patient advisory services; (ii) for the production, commercialization or manufacture of software programs for sale, license, transfer, or distribution to third parties; or (iii) to sub-license, rent, sell, lease, distribute, transfer, transmit, embed, provide access to, provide a graphical user interface for, or otherwise use the Software for the benefit of third parties as part of a service bureau or managed-service arrangement, cloud services offering, bundled product or otherwise. If you are a commercial entity that has obtained this Software from Neuroblox for evaluation purposes, you may use the Software only for your internal evaluation of the Software and only for the term of the evaluation period, as specified on the Neuroblox download website or in the documentation related to the distribution. You may install copies of the Software on a reasonable number of computers to conduct your evaluation provided that you are the only individual using the Software and only one copy of the Software is in use at any one time. If you are a commercial entity or wish to use the Software for any commercial purpose beyond your limited internal evaluation in anticipation of purchasing a commercial license, you must contact Neuroblox to enter into a Neuroblox License Agreement that will grant those rights, subject to your agreement with the terms and conditions set forth in the Neuroblox License Agreement. THE SOFTWARE MAY NOT BE USED FOR ANY COMMERCIAL PURPOSE BY ANY ENTITY THAT HAS NOT ENTERED INTO A NEUROBLOX LICENSE AGREEMENT WITH NEUROBLOX EXPRESSLY PERMITTING COMMERCIAL USE.
2. Models and Ownership of Intellectual Property. The Software allows its users to create and save files and output which are copyrightable models of neurological functions (“Models”). Because the Models include copyrightable components of the Software, they are derivative works of the Software under copyright law and your use and distribution of the Models is subject to this Agreement and, if applicable, to your Neuroblox License Agreement. Neuroblox retains ownership of the copyrightable elements from our Software that are included within any Model (the “Neuroblox Elements”). As an example, but not by way of limitation, Neuroblox Elements may include graphics, look and feel, binary artifacts, optimized code, generated simulation code for constructed models, and some reports and selection and arrangement in the representation of data. However, Neuroblox would like to be clear that we do not assert ownership over the data, ideas and research (your “Innovations”) that you may use to develop a Model or which may be included in a Model. Nothing in this Agreement is intended to prevent you from publishing or disseminating your Innovations, as long as you do not publish or distribute copyrightable components of the Software without permission. If you wish to copy, publish or disclose a Model, and, therefore, the Neuroblox Elements contained in each Model, Neuroblox also grants you a nonexclusive, nontransferable, limited license to copy and distribute your Models (and the Neuroblox Elements as an integrated part thereof) for Academic Use purposes only (i) to third parties that are licensees of the Software, and (ii) for publication in academic and research journals, provided that Neuroblox’s copyright is retained in conjunction with components reproduced in the publication and Neuroblox is cited appropriately. You own the copyright in your Models, although not the Neuroblox Elements. However, we do not want users of Neuroblox Software to be asserting copyright claims against us or against each other, as we believe many user Models may ultimately have similar copyrighted components. Therefore, if you distribute a Model to Neuroblox directly or indirectly or if you publish your Model, you grant Neuroblox a fully paid-up, royalty-free, perpetual, irrevocable, worldwide license under your copyright to copy, display, modify, use, distribute and perform that Model and to license others to do so. For clarity, this grants us no right in any patent which you may acquire in your Innovations, any trade secret you may hold in them, or in any copyrighted work expressing your Innovations to the extent it does not include any Neuroblox Elements. You acknowledge that Neuroblox and its licensors are the owners of the Software, including without limitation, all modifications and enhancements thereof developed by Neuroblox. You shall not do anything that would infringe or otherwise interfere with Neuroblox’s intellectual property rights. You agree to protect the proprietary rights of Neuroblox during and after the Term in accordance with the reasonable directions of Neuroblox. You agree to notify Neuroblox promptly upon becoming aware of any unauthorized access or use of the Software by any party or of any claim that the Software infringes upon any copyright, trademark, or other contractual, statutory or common law rights of any person or entity.
3. Third-Party Components. You understand that the Software may include or require certain third-party software programs and/or open source code (the “Third-Party Components”) that are subject to their own licenses, including various open source licenses. Notwithstanding anything herein to the contrary, each Third-Party Component is subject to the terms of its applicable license agreement. The applicable third-party license agreement is included in, with, or accessible from a link provided in the source code for the applicable Third-Party Component. You hereby agree to abide by the terms of each third-party license agreement as it relates to the applicable Third-Party Component. In the event of any conflict between the terms of this Agreement and the terms of any third-party license agreement with respect to any Third-Party Components, the applicable third-party license agreement shall control.
4. Term and Termination. (a) The term of this Agreement shall commence on the date of your download or first receipt of the Software, and the term shall continue until terminated as set forth herein or pursuant to the terms in a Neuroblox License Agreement (the “Term”). (b) You may terminate the license granted under this Agreement at any time by ceasing use of the Software and deleting all copies of the Software, if any, retained on your computer(s). In the event of termination of this Agreement for any reason, all the sections of this Agreement will survive except for Section 1. (c) Neuroblox may terminate this Agreement at any time upon written notice to you in the event that you breach any term or condition of this Agreement. (d) Upon termination of this Agreement for any reason, you agree that any and all rights you may have to use the Software and any derivative works of the Software created by you (other than any Models permitted to be distributed under Section 2) shall automatically terminate, and you shall immediately cease all uses of the Software and derivative works thereof.
5. License Restrictions You may not transfer the Software to another entity or person. You shall not rent, sell, time-share, lease, sublicense, transfer, copy, disclose, display, or otherwise make available all or any portion of the Software or copies thereof to others, except for Models, in compliance with Section 2. Any breach of the above terms and conditions shall immediately terminate this Agreement. You hereby certify and agree that the Software and Models will not be shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder or any other applicable law or governmental order, and the Software will not be used for any purpose prohibited by the same. You shall not attempt to modify or tamper with the normal function of any license manager that may regulate usage of the Software. You may not erase, delete or modify any copyright, trademark or other proprietary notices included in the Software or any Model. You agree that if you infringe Neuroblox’s intellectual property rights or breach the terms of this Agreement, Neuroblox will be irreparably injured and may seek a court order to enjoin you from further use of the Software without the posting of any bond.
6. Software Support and Maintenance Services. If you have purchased Software support pursuant to a Neuroblox License Agreement, Neuroblox shall provide development support and maintenance services to you solely as set forth in the Neuroblox License Agreement. In all other circumstances, the Software is provided to you on an “AS IS” basis without warranties of any kind.
7. Security, Confidentiality, Privacy. You are responsible for managing your security, confidentiality and privacy, in conjunction with your use of the Software. If you have provided Neuroblox with personally identifying information (“PII”) or information in regard to your use of the Software we will handle it in accordance with our then-current Privacy Policy.;
8. Confidentiality. Except for the specific rights granted by this Agreement, neither party will use or disclose any Confidential Information (as defined below) of the other party without the written consent of the disclosing party. A party receiving Confidential Information from the other will use the highest commercially reasonable degree of care to protect the Confidential Information from unauthorized access, including ensuring that its employees and contractors with access to such Confidential Information have agreed in writing to a confidentiality agreement containing non-disclosure and non-use provisions at least as protective as the terms of this Agreement. Neither party will use the Confidential Information of the other party except for uses permitted under the purposes of this Agreement. Each party will bear the responsibility for any breaches of confidentiality by its employees, contractors and agents. “Confidential Information” means any business, marketing or technical information disclosed by or on behalf of Neuroblox or you in relation to this Agreement, including without limitation Neuroblox pricing or information concerning our Neuroblox License Agreement, or other Neuroblox products, trade secrets (including without limitation all questions and information categorizations related to the Software and any and all benchmark and performance test results and all documentation). Notwithstanding the foregoing, Confidential Information does not include information (a) already in the possession of the receiving party on a non-confidential basis, (b) rightfully furnished to the receiving party by a third party without a breach of any obligation of confidentiality to the disclosing party, (c) publicly known without breach of this Agreement or (d) independently developed by the receiving party without reference to the Confidential Information of the disclosing party. Your Models and Innovations will be deemed your Confidential Information, and the Neuroblox Elements in those Models will be deemed Neuroblox Confidential Information. You recognize that Neuroblox may be exposed to many Models and Innovations that embody similar and related ideas, and agree that nothing in this Agreement will prevent Neuroblox from using or disclosing our employees and officers' general knowledge in the areas of software development, modeling, data collection and display, and neurology and brain function, provided that we do not disclose or use Confidential Information which we know to be owned by and kept confidential by you.
9. Limitation of Warranty and Liability. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY TYPE, AND NEUROBLOX HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEUROBLOX BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL NEUROBLOX HAVE ANY LIABILITY FOR ANY DATA STORED OR PROCESSED WITH THIS SOFTWARE, INCLUDING THE COST OF RECOVERING ANY LOST DATA. IN ALL EVENTS, NEUROBLOX’S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE IS THE GREATER OF A REFUND OF THE LICENSE FEE PAID FOR THE SOFTWARE, IF ANY, OR $10. THE PARTIES AGREE THAT THESE LIMITATIONS OF WARRANTY AND LIABILITY ARE AN ESSENTIAL PART OF THE AGREEMENT AND THAT NEUROBLOX WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS. THIS LIMITATION OF LIABILITY CLAUSE WILL SURVIVE FAILURE OF ITS ESSENTIAL PURPOSE. You agree to indemnify, defend, and hold harmless Neuroblox form and against any and all claims, damages, costs, expenses, and liabilities, which may arise or are related to your use of the Software. This Agreement does not grant you any right to any maintenance, services, including without limitation, any support, enhancement, modification, bug fix or update to the Software, and Neuroblox is under no obligation to provide or inform you of any such maintenance or services.
10. Choice of Law. This Agreement shall be deemed to have been made in the Commonwealth of Massachusetts and shall be governed by the laws of the Commonwealth of Massachusetts, without reference to the conflict of laws principles thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Boston, Massachusetts in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the Commonwealth of Massachusetts, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. In the event that the above arbitration provision is held invalid or unenforceable, any dispute with respect to this Agreement shall be brought in the state and Federal courts located in Boston, Massachusetts. The requirement for arbitration in this Section 10 shall not prevent Neuroblox from seeking and obtaining immediate injunctive or other special relief from any court of law with applicable jurisdiction to prevent the breach of this Agreement of the infringement or misappropriation of Neuroblox or its licensors’ intellectual property rights. The parties to this Agreement each consent to the in person jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
11. Miscellaneous. This Agreement and, if applicable, the Neuroblox License Agreement, set(s) forth the entire agreement between you and Neuroblox pertaining to the licensing of the Software and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. You acknowledge that any representation or warranty upon which you relied in choosing to enter into this Agreement has been set forth expressly herein. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect. This Agreement may not be assigned without the prior written consent of Neuroblox.