NeuroLead
NeuroLead

Terms & Conditions (“Terms of Service”)

Effective Date: [Date]

These Terms of Service (“Terms”, “Agreement”) govern your access to and use of NeuroLead (the “Service”) via https://neurolead.ingressit.com, offered under a perpetual license model. By accessing or using the Service, you agree to these Terms. If you do not agree, you may not use the Service.

1. Definitions

  • “User” / “You” / “Licensee” means you or the entity you represent, which registers for and uses the Service.
  • “Service” means the NeuroLead web application and associated services, features, APIs, and support.
  • “License” means the perpetual, non-exclusive, non-transferable license granted to you for use of the Service, subject to compliance with these Terms.
  • “Licensee Data” means data, content, or information you (or your authorized users) upload, input, or transmit through the Service.

2. License Grant & Restrictions

  1. License Grant. Subject to your compliance with these Terms and payment obligations, we grant you a perpetual license to use the Service (hosted on our infrastructure) for your internal business purposes.

  2. Restrictions. You shall not, and shall not permit others to:

    • Reverse engineer, decompile, disassemble or attempt to derive source code of the Service (except to the extent permitted by applicable law).
    • Rent, lease, sublicense, distribute, or resell the Service.
    • Use the Service to store, process or transmit data in violation of laws.
    • Circumvent usage limits, security constraints, or unauthorized access attempts.
    • Remove or obscure any proprietary notices (copyright, trademarks) in the Service.

  3. Concurrent Use / Users. Unless otherwise agreed, the number of users or seats may be limited; additional users may require additional licenses.

3. License Fee & Payment

  • You agree to pay the licensing fees, setup fees, maintenance or support fees (if any) as mutually agreed (e.g., via a purchase order or invoice).
  • All payments shall be timely. Late payments may incur interest or suspension of Service.
  • The license is perpetual once paid, but your right to updates, support, or access may be contingent on being under a maintenance/support plan (if applicable).
  • Taxes, duties, or levies applicable to your usage are your responsibility.

4. Access, Use & Support

  • We will provide you with login credentials. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account.
  • We may provide support, updates, patches, bug fixes, and new features per any support agreement.
  • We may temporarily suspend or restrict access for maintenance, upgrades, or security reasons. We aim to give notice when feasible.

5. Data Ownership & Usage

  • Ownership. You retain ownership of your Licensee Data. We do not claim ownership over it.
  • License to Use. You grant us a limited license to access, store, process, analyze, and transform your Licensee Data as necessary to deliver the Service, provide support, improve features, or produce aggregated anonymized analytics.
  • Aggregated Analytics. We may aggregate and anonymize data across users and use it for benchmarking, trends, product improvement, research, or marketing, so long as individual users are not identified.

6. Confidentiality

  • Each party shall treat as confidential all non‑public information disclosed by the other (e.g. business, technical, financial, operational information).
  • Confidential information may be used only to fulfill the obligations under this Agreement.
  • Confidential obligations do not apply to information that is or becomes public (not due to breach), known before receipt, or independently developed or disclosed under law or court order.

7. Warranties & Disclaimers

  • We warrant that we will perform the Service in a professional manner consistent with industry standards.
  • We do not warrant the Service is error‑free, uninterrupted, or immune to security risks.
  • Except as expressly stated, the Service is provided “AS IS,” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, or noninfringement.

8. Indemnification

  • By You. You agree to indemnify, defend, and hold us (and our officers, employees, agents) harmless from claims, damages, losses, liabilities, or costs (including legal fees) arising from:   a Your use of the Service in violation of these Terms or law;   b Your Licensee Data (e.g. infringing content, unlawful data).
  • By Us. We may, at our option, defend you against third‑party claims alleging the Service infringes intellectual property rights, provided you cooperate and we may modify or replace the Service to avoid infringement.

9. Limitation of Liability

  • To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, punitive, or consequential damages (loss of profits, data, business interruption) arising out of or related to this Agreement, even if advised of the possibility.
  • Our total aggregate liability under this Agreement (for all claims) shall not exceed the total fees you paid us in the twelve (12) months preceding the claim.

10. Term, Termination & Suspension

  • Term. This Agreement begins when you first accept it and continues unless terminated.
  • Termination by You. You may terminate by ceasing use and providing notice, or per any termination process we define (e.g. via account cancellation).
  • Termination by Us. We may terminate or suspend your access if you breach these Terms, fail to pay, violate laws, or engage in fraudulent or abusive behavior.
  • Effect of Termination. Upon termination:   – Your license rights cease.   – We may delete or anonymize your Licensee Data, subject to any retention obligations or your written request.   – Sections surviving termination (e.g. Confidentiality, Warranty disclaimers, Liability, Indemnity) remain in effect.

11. Changes to Terms

We may revise or update these Terms occasionally. For material changes, we will notify you (e.g. via email or announcement) and may require your acceptance. Continued use after changes constitutes acceptance.

12. Governing Law & Dispute Resolution

  • These Terms are governed by the laws of [State / Country you choose, e.g. India / Gujarat / or your place of incorporation], without regard to conflict of law principles.
  • Any disputes shall be resolved by [arbitration / courts / jurisdiction you prefer]. e.g. “the competent courts of Ahmedabad, Gujarat.”
  • If any provision is invalid or unenforceable, the rest remain in force.

13. General Provisions

  • Entire Agreement. These Terms, your order form(s), and any support/maintenance agreement constitute the entire agreement between you and us concerning the Service.
  • No Waiver. Failure to enforce a right is not waiver of that right.
  • Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign in connection with merger, acquisition, or sale.
  • Notices. Notices may be given by email or in the application or at your registered address.
  • Relationship of Parties. You and we are independent contractors; nothing creates a partnership, joint venture, or employment relationship.