Terms of Service

If you are agreeing to be bound by this Agreement on behalf of a company or other legal entity, for example, your employer, you represent and warrant that you have full legal authority to bind that company or other legal entity to this Agreement. If you do not have that authority, you may not accept this Agreement on behalf of that company or other legal entity, and any purported acceptance will be void.

Your access to and use of any part of the Offerings are conditioned on your acceptance of this Agreement. By accessing or using any of the Offerings, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions in this Agreement. If you do not agree with the terms and conditions of this Agreement, you may not access or use the Offerings.

NeuroPawn reserves the right to update or modify this Agreement at any time in its sole discretion. We will provide notice of such changes by posting the updated Agreement on our Site or through other reasonable means. The "Last Updated" date at the end of this Agreement will indicate when the latest changes were made. Your continued use of the Offerings following the posting of any updated Agreement constitutes your acceptance of and agreement to be bound by the Agreement as changed. If you do not agree to the updated Agreement, you must stop using the Offerings.

By using the Offerings, you represent and warrant that you are of the age of majority in your jurisdiction. If you are not of the age of majority in your jurisdiction, you must only use the Offerings under the direct supervision of your parent or legal guardian who has reviewed, understood, and accepted this Agreement. If you are a parent or legal guardian agreeing to this Agreement on behalf of a minor, you agree to monitor and supervise the minor's use of the Offerings and fully accept responsibility for the minor's use, including all financial charges and legal liability that may be incurred.

1. Medical Disclaimer

2. Privacy Policy

Protecting your privacy is important to NeuroPawn. NeuroPawn's Privacy Policy, available at [Insert Link to Privacy Policy Here], describes NeuroPawn's collection, use, disclosure, and protection of data and information, including personal information, in connection with your use of the Offerings. The Privacy Policy, as it may be updated by NeuroPawn from time to time, is an integral part of this Agreement and is incorporated herein by reference. By accepting this Agreement, you also acknowledge and consent to the data practices described in our Privacy Policy.

3. End User License Agreement (EULA)

Your use of the Software (part of the Materials) is also subject to the terms and conditions of NeuroPawn's End User License Agreement ("EULA"), available at [Insert Link to EULA Here]. The EULA, as it may be amended by NeuroPawn from time to time, is incorporated into this Agreement by reference. In the event of an irreconcilable conflict or ambiguity between the provisions of this Agreement and the EULA, the terms of this Agreement will control to the extent of such conflict or ambiguity.

4. License Grant

4.1 General License Grant

Subject to your full compliance with all terms and conditions of this Agreement, NeuroPawn grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Offerings solely for their intended purpose and strictly in accordance with the terms set forth herein.

4.2 Permitted Use

You may use the Offerings only:

• For lawful purposes and in compliance with all applicable local, national, and international laws, regulations, and governmental orders.
• In the manner expressly authorized by NeuroPawn.
• Within the scope of your authorized access level or subscription, if applicable.
• In accordance with any and all technical specifications, user manuals, usage guidelines, or documentation provided by NeuroPawn.
• For Materials: Solely for their intended informational, research, and general wellness purposes.
• For the Site: For legitimate personal or internal business purposes, including browsing product information, making purchases, accessing your account, downloading authorized materials, and participating in community features.
• Non-Commercial Use (unless authorized): Unless expressly authorized by NeuroPawn in writing, your use of the Offerings is for your personal or internal business use and not for direct commercial exploitation (e.g., reselling access to the Site or Materials).

4.3 License Restrictions

The license granted in Section 4.1 is subject to the restrictions set forth in Section 5.2 (Prohibited Activities). Any use of the Offerings not expressly permitted by this Agreement is prohibited.

4.4 License Termination

This license may be terminated by NeuroPawn immediately, without prior notice or liability, if you breach any provision of this Agreement, including but not limited to any payment obligations, violation of the Prohibited Activities (Section 5.2), or any misuse of the Offerings. Upon termination of this license for any reason, you must immediately:

• Cease all use of the Offerings.
• Destroy or permanently delete any and all copies of the Software, documentation, or other Materials in your possession or control (if applicable).
• Comply with any NeuroPawn instructions regarding the return or certified destruction of Hardware, if applicable.

5. Ownership and Proprietary Rights

5.1 Ownership

Except for the limited license expressly granted in Section 4, NeuroPawn and its licensors retain all right, title, and interest in and to the Offerings and all associated intellectual property rights worldwide. This includes, without limitation, all copyrights, trademarks, service marks, trade names, patents, patent applications, trade secrets, know-how, moral rights, and any other proprietary rights, whether registered or unregistered, and all derivative works thereof. The Offerings are protected by applicable intellectual property laws, including but not limited to copyright, trademark, patent, and trade secret laws of Canada and international treaties.

5.2 Prohibited Activities

You may not, and may not permit any third party to, directly or indirectly:

• Reverse engineer, decompile, disassemble, modify, adapt, reproduce, duplicate, copy, or create derivative works from the Offerings, in whole or in part, except as expressly permitted by applicable law (and then only with prior written notice to NeuroPawn).
• Distribute, sublicense, lease, lend, rent, sell, resell, transfer, assign, host, or otherwise commercially exploit the Offerings or make them available to any third party, whether over a network or otherwise, without NeuroPawn's express prior written consent.
• Publicly perform or display the Offerings without authorization.
• Engage in any unauthorized or unintended use of the Offerings, including any use that is competitive with NeuroPawn's business.
• Circumvent, bypass, disable, or tamper with any security measures, protocols, software protections, digital rights management (DRM), or encryption technologies associated with the Offerings.
• Make the Materials available to yourself or any third party in a manner that involves reverse engineering, exploitation, disclosure, or unauthorized access to any encrypted or protected content.
• Remove, alter, or obscure any proprietary notices, labels, or markings (including copyright and trademark notices) on the Offerings.
• Use the Offerings in any manner that could damage, disable, overburden, impair, or interfere with NeuroPawn's infrastructure, servers, networks, or other users' access or use of the Offerings.
• Use the Offerings for any purpose that is unlawful, fraudulent, harmful, abusive, harassing, defamatory, vulgar, obscene, or otherwise violates this Agreement or the rights of any third party.
• Interfere with or disrupt any other party's use and enjoyment of the Offerings.
• Obtain or attempt to obtain any data, materials, or information from the Offerings through any means not intentionally made available or provided for by NeuroPawn.
• Access or attempt to access another user's data or account without proper authorization.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Offerings.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Offerings, the server on which the Offerings are stored, or any server, computer, or database connected to the Offerings.
• Scrape, crawl, or use any automated means (e.g., robots, spiders, data mining) to access, query, or otherwise collect information from the Site without NeuroPawn's express prior written consent.

5.3 Feedback and Improvements

If you provide NeuroPawn with any suggestions, ideas, enhancement requests, feedback, recommendations, or other information regarding the Offerings ("Feedback"), you hereby grant NeuroPawn a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, create derivative works from, distribute, perform, display, and otherwise exploit such Feedback for any purpose, without any obligation or compensation to you.

5.4 Reservation of Rights

All rights not expressly granted to you in this Agreement are reserved by NeuroPawn. No additional license is granted by implication, estoppel, or otherwise. Any use of the Offerings beyond the scope of the license granted herein is strictly prohibited and may result in immediate termination of your access, potential legal action, and liability for damages.

6. User Data Ownership and Responsibility

6.1 Your Data Ownership

You retain complete ownership of all data collected, generated, or processed by you using the Materials, including but not limited to biometric data, sensor readings, and any derived analytics specifically attributed to you or generated from your direct input ("User Data"). NeuroPawn claims no ownership interest in your User Data and acknowledges your exclusive rights thereto, subject to the licenses you grant herein (e.g., for cloud-assisted processing).

6.2 Local Data Storage and Your Responsibility

NeuroPawn primarily designs its Software for local storage and processing of your User Data on your device. While NeuroPawn aims to minimize reliance on server-side storage of User Data, you acknowledge that NeuroPawn does not store, retain, or maintain permanent copies of your raw User Data on NeuroPawn servers or cloud infrastructure, except as explicitly outlined for temporary cloud-assisted processing (Section 8.2) or consented-to analytics (Section 6.5). All User Data primarily remains stored locally on your device and under your complete control. You are solely responsible for the backup, security, management, and appropriate use of your User Data, including compliance with all applicable data protection laws.

6.3 Temporary Processing and Data Flow

NeuroPawn may temporarily access and process your User Data solely to provide real-time functionality, such as live data visualization, immediate computational analysis, or feature enhancement. Such processing occurs only during active use sessions and is designed not to result in permanent storage or retention of your User Data beyond the immediate processing session. NeuroPawn employs industry-standard security measures for data in transit during such temporary processing.

6.4 Data Security Responsibility

You acknowledge and agree that you are entirely responsible for implementing appropriate security measures to protect your User Data on your device, including but not limited to device security, access controls, strong authentication, and data encryption. NeuroPawn provides no warranties or guarantees regarding the security of locally stored User Data on your device or any third-party systems you use.

6.5 Application Analytics Data

Separate from User Data, NeuroPawn may collect anonymized and aggregated application usage analytics data ("App Data") to improve the Software's performance, functionality, and user experience. App Data includes information such as feature usage patterns, error logs, performance metrics, device specifications, and general usage statistics. App Data does not include your User Data, any personally identifiable information, or any biometric information. Collection of App Data is enabled by default. You may opt out of App Data collection through the Software's settings at any time without affecting the core functionality of the Software. NeuroPawn will process App Data in accordance with its Privacy Policy.

You retain complete ownership of all data you collect using the Materials, such as biometric or sensor readings ("User Data"). NeuroPawn claims no ownership of your User Data.

Our Offerings are designed for your User Data to be stored and processed locally on your device. You are solely responsible for implementing appropriate security measures to protect your User Data stored on your device and for maintaining backups.

For a complete description of the types of data we process, our data handling architecture, and your choices regarding data collection, please review our Privacy Policy, which is incorporated into this Agreement by reference.

7. Third-Party Integrations and Services

7.1 Third-Party Connections

The Software may provide functionality that enables you to connect to, integrate with, or share data with third-party applications, platforms, or services ("Third-Party Services"). Such integrations are provided for your convenience and are entirely optional. Examples include, but are not limited to, health platforms, cloud storage providers, or other analytical tools.

7.2 Third-Party Data Sharing and Your Risk

Any decision to connect to Third-Party Services or share your User Data with such services is made entirely at your discretion and risk. You acknowledge and agree that:

• NeuroPawn does not control, endorse, or assume responsibility for the content, privacy practices, terms of service, or security of Third-Party Services.
• Your interaction with and data sharing with Third-Party Services are governed solely by the terms of service and privacy policies of those respective services.
• You are solely responsible for reviewing the data handling practices of any Third-Party Service before connecting or sharing your User Data with them.
• NeuroPawn is not responsible for any issues, damages, losses, or liabilities arising from your use of or reliance on Third-Party Services, including but not limited to data breaches, loss of data, or any unauthorized access to your User Data by such services.

7.3 Disclaimers Regarding Third-Party Services

NeuroPawn makes no representations or warranties of any kind, express or implied, regarding Third-Party Services. NeuroPawn expressly disclaims all liability for any issues, damages, or losses arising from your use of or interaction with Third-Party Services.

8. Data Processing Architecture

8.1 Local Processing Priority

The NeuroPawn Software is designed to prioritize local processing of your User Data on your device. This design minimizes data transmission requirements and maximizes your control over your information while providing sophisticated analytical capabilities.

8.2 Cloud-Assisted Processing

When enhanced computational capabilities are required, or specific features necessitate it, NeuroPawn may provide access to cloud-based computational resources or algorithms. Such cloud processing is designed with privacy-preserving principles and operates under the following constraints:

• Data transmission is minimized to only what is necessary for the requested computation.
• Processing occurs in a stateless manner without permanent data storage on NeuroPawn's cloud infrastructure.
• Cloud resources do not retain copies of your User Data after processing completion, meaning data is processed "in-flight" and not persisted.
• All cloud processing adheres to industry-standard security protocols and encryption for data in transit and at rest during the processing window.

8.3 Processing Transparency and Control

NeuroPawn will provide clear indication within the Software when cloud-based processing is being utilized, allowing you to make informed decisions about your data processing preferences. You may be able to configure your Software settings to limit or disable certain cloud-assisted processing features if desired, though this may impact the functionality of certain features.

9. Third-Party Data Responsibilities

If you use the Materials to collect, process, or transmit data relating to third parties other than yourself — including, but not limited to, employees, research participants, study subjects, patients, or other individuals ("Third-Party Data") — you represent and warrant that you have obtained all necessary rights, consents, permissions, and authorizations required by applicable law, including but not limited to privacy and data protection laws, to collect, process, and share such Third-Party Data through the Materials.

You are solely responsible for:

• Ensuring full compliance with all applicable data protection, privacy, and related laws and regulations (e.g., GDPR, HIPAA, CCPA, PIPEDA), including, where applicable, obtaining explicit and informed consent from all data subjects.
• Providing appropriate privacy notices and disclosures to all data subjects regarding the collection, processing, and sharing of their Third-Party Data via the Materials.
• Maintaining adequate security measures for Third-Party Data under your control.
• Responding to data subject requests (e.g., access, rectification, erasure, restriction of processing) and facilitating the exercise of data subject rights as required by law.
• Complying with any data breach notification requirements related to Third-Party Data under your control.

You agree to indemnify, defend, and hold harmless NeuroPawn and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, suits, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or in connection with your collection, processing, use, storage, or transmission of Third-Party Data through the Materials, or any breach of your obligations under this Section 9.

10. Community Spaces and Conduct

10.1 Community Platforms

NeuroPawn operates and maintains various community platforms and spaces, including but not limited to discussion forums, product review sections, and official social media channels (collectively, "Community Spaces"). Your participation in these Community Spaces is subject to this Agreement and any additional terms set forth in our Community Code of Conduct, which can be found here. By participating in Community Spaces, you agree to abide by both this Agreement and the Community Code of Conduct.

10.2 Content Responsibility

All content posted by you in Community Spaces, including messages, comments, reviews, opinions, advice, files, images, and other information ("User Content"), is the sole responsibility of the individual author. Such User Content does not reflect the views, opinions, or positions of NeuroPawn, and NeuroPawn does not endorse, verify, or guarantee the accuracy, completeness, or usefulness of any User Content. You are solely responsible for your User Content and the consequences of posting or publishing it.

10.3 License to User Content

By posting, uploading, or submitting any User Content to Community Spaces, you grant NeuroPawn a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in any media formats and through any media channels now known or hereafter developed, for any purpose, without compensation to you. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to grant this license. Please be aware that User Content you post may be publicly visible. Our handling of any personal information within such content is described in our Privacy Policy.

10.4 Moderation Rights

NeuroPawn reserves the right, but not the obligation, to monitor, review, modify, or remove any User Content from Community Spaces at any time and without prior notice, at our sole discretion. We may take such action for any reason, including but not limited to violation of our Community Code of Conduct, this Agreement, or applicable law, or if we deem the content to be harmful, offensive, or inappropriate.

10.5 User Indemnification

You agree to indemnify, defend, and hold harmless NeuroPawn, its affiliates, licensors, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, suits, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising from:

• Any User Content you post, upload, or submit in Community Spaces.
• Your participation in or use of Community Spaces.
• Your breach of the Community Code of Conduct or this Agreement.
• Your violation of any applicable law or the rights of any third party in connection with your User Content or Community Space activities.

11. Electronic Communications

11.1 Consent to Electronic Communications

You consent to receive all communications from NeuroPawn in electronic form. We may communicate with you by email, through in-app notifications (if applicable), or by posting notices on the Site.

11.2 Electronic Records

You agree that all agreements, notices, disclosures, and other communications that NeuroPawn provides to you electronically satisfy any legal requirement that such communications be in writing. You should maintain copies of electronic communications from us for your records.

11.3 Communication Preferences

You may update your communication preferences through your account settings (if applicable) or by following unsubscribe instructions in emails, though certain essential communications related to your account, security, legal notices, and service updates cannot be disabled.

12. Termination

12.1 Termination by You

You may terminate this Agreement at any time, for any reason or no reason, by discontinuing all use of the Offerings and deleting all copies of the Software in your possession or control (if applicable).

12.2 Termination by NeuroPawn

NeuroPawn may, at its sole discretion and for any reason or no reason, immediately terminate this Agreement, your user account (if applicable), and/or your access to any part of the Offerings. Such termination may occur without prior notice or liability to you or any third party. Reasons for termination by NeuroPawn may include, but are not limited to:

• Breach of any terms or conditions of this Agreement.
• Violation of any applicable laws or regulations.
• Conduct that NeuroPawn deems harmful to its business, reputation, or other users.
• Failure to pay any applicable fees.
• Discontinuation of any part of the Offerings or related services.

12.3 Effect of Termination

Upon termination of this Agreement for any reason:

• All licenses granted to you under this Agreement will immediately terminate.
• You must immediately cease all use of the Offerings and delete all copies of the Software and related documentation in your possession or control (if applicable).
• NeuroPawn does not store your User Data (as defined in Section 6.2). Therefore, termination of your access or use of the Software will not affect your access to your own User Data stored locally on your device, which remains solely under your control and responsibility.
• Sections 1 (Medical Disclaimer), 5 (Ownership and Proprietary Rights), 6 (User Data Ownership and Control), 7 (Third-Party Integrations and Services), 8 (Data Processing Architecture), 9 (Third-Party Data Responsibilities), 10.2 (Content Responsibility), 10.3 (License to User Content), 10.4 (Moderation Rights), 10.5 (User Indemnification), 12.3 (Effect of Termination), 13 (Disclaimers and Limitation of Liability), 14 (Indemnification), 15 (Governing Law and Jurisdiction), and 16 (Miscellaneous) (and any other provisions that by their nature should survive) will survive the termination of this Agreement.

13. Disclaimers and Limitation of Liability

13.1 Disclaimers

WITHOUT LIMITATION TO THE FOREGOING, NEUROPAWN PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE OFFERINGS WILL:

• MEET YOUR REQUIREMENTS OR EXPECTATIONS.
• ACHIEVE ANY INTENDED RESULTS.
• BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES.
• OPERATE WITHOUT INTERRUPTION, BE COMPLETELY SECURE, OR BE FREE OF ERRORS, BUGS, OR VIRUSES.
• BE ACCURATE, RELIABLE, OR COMPLETE.
• BE OF SATISFACTORY QUALITY.
• THAT ANY DEFECTS WILL BE CORRECTED.

YOUR USE OF THE OFFERINGS IS SOLELY AT YOUR OWN RISK. NEUROPAWN IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, LOSS OF DATA, OR OTHER DAMAGE THAT MAY RESULT FROM YOUR USE OF THE OFFERINGS.

13.2 Limitation of Liability

NEUROPAWN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE OFFERINGS FOR ANY CLAIM, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO NEUROPAWN FOR THE RELEVANT OFFERINGS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, NEUROPAWN'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to indemnify, defend, and hold harmless NeuroPawn and its affiliates, licensors, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, actions, suits, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or relating to:

• Your access to or use of the Offerings.
• Any User Content you submit or post on the Site.
• Your breach of this Agreement, including any representations or warranties made by you.
• Your violation of any applicable law or regulation.
• Your infringement or violation of the rights of any third party, including intellectual property rights or privacy rights.
• Your User Data, including any claims that your User Data violates any applicable law or third-party rights.
• Any activities conducted by a minor under your supervision if you are a parent or legal guardian.

NeuroPawn reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of NeuroPawn.

15. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any legal suit, action, or proceeding arising out of or related to this Agreement or the Offerings shall be instituted exclusively in the courts of the Province of Alberta, Canada, and you irrevocably submit to the exclusive personal jurisdiction of such courts in any such suit, action, or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

16. Miscellaneous

16.1 Entire Agreement

This Agreement, together with the Privacy Policy, EULA, and Community Code of Conduct (all incorporated by reference), constitutes the entire and exclusive agreement between you and NeuroPawn regarding your use of the Offerings and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

16.2 Severability

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

16.3 Waiver

No waiver by NeuroPawn of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of NeuroPawn to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without NeuroPawn's prior written consent. NeuroPawn may assign or transfer this Agreement, in whole or in part, without restriction.

16.5 Headings

The headings in this Agreement are for convenience only and shall not affect its interpretation.

16.6 Force Majeure

NeuroPawn shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

16.7 Relationship of the Parties

Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.