This End-User License Agreement (“EULA”) is a legal agreement between NeuroCareAI Inc. (“NeuroCareAI”) and the individual or entity accessing and using the Software (“End-User”). By accessing or using the Software, End-User agrees to be bound by the terms of this EULA. If End-User does not agree to the terms of this EULA, End-User may not access or use the Software.

Definitions

As used in this EULA, “NeuroCare.AI” refers to its owners, employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers, volunteers, and suppliers.

1. Grant of License

NeuroCareAI grants End-User a non-exclusive, non-transferable, limited license to use the Software solely for End-User’s internal business purposes.

2. Restrictions

End-User shall not, and shall not permit any third party to:

• Copy the Software except as expressly permitted by NeuroCareAI.
• Modify, adapt, or create derivative works of the Software.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Software.
• Use the Software in violation of any applicable laws or regulations.

3. Intellectual Property Rights

All rights, title, and interest in and to the Software, including all intellectual property rights, are and shall remain the exclusive property of NeuroCareAI. End-User acknowledges that it acquires no ownership rights in the Software.

4. Confidentiality

End-User shall maintain the confidentiality of all non-public information disclosed by NeuroCareAI, including, but not limited to, the Software, license keys, algorithms, and any proprietary data (‘Confidential Information’).

5. Disclaimer

The Software is provided “as is” without warranty of any kind. NeuroCareAI disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

6. Limitation of Liability

In no event shall NeuroCareAI be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, incurred by End-User, whether in an action in contract, tort, or otherwise, arising from End-User’s access to, or use of, the Software.

7. Termination

This EULA is effective until terminated. NeuroCareAI may terminate this EULA immediately upon written notice to End-User if End-User breaches any provision of this EULA.

8. Governing Law

This EULA shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

9. Entire Agreement

This EULA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10. Severability

If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck from this EULA and the remaining provisions shall remain in full force and effect.

11. Waiver

No waiver of any provision of this EULA shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

12. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:

If to NeuroCareAI:[email protected]

If to End-User: Primary Email (electronic mail is sufficient)

13. Binding Effect

This EULA shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

14. Security and Disclosure

NeuroCareAI values the security and privacy of its users and technology. The Software, its Content, and any information included on or provided through the Software is presented “as is” without warranty of any kind, express or implied. NeuroCareAI disclaims all warranties and conditions, either express, implied, or statutory, including but not limited to any implied warranties or conditions of merchantability, accuracy, non-infringement of third parties’ rights, and fitness for a particular purpose.

15. Disclosure of Personal Data

NeuroCareAI is not in the business of selling End-User information. However, NeuroCareAI may share End-User Personal Data with certain third parties under specific circumstances, including:

• Processing of Medical Practice Data: As a service provider to medical practice customers, NeuroCareAI collects and analyzes data on their behalf in accordance with service agreements and Business Associate Agreements.
• Service Providers and Business Partners: NeuroCareAI may employ third parties to perform tasks and provide services, requiring the sharing of Personal Data. These third parties are prohibited from using the data beyond what is necessary to fulfil their obligations.
• Business Transfers: In the event of a corporate sale, merger, or similar event, Personal Data may be part of the transferred assets.
• Related Companies: NeuroCareAI may share Personal Data with related companies for purposes consistent with this EULA.
• Agents, Consultants, and Related Third Parties: NeuroCareAI may hire other companies to perform business-related functions and provide them with the necessary information to perform those functions.
• Legal Requirements: NeuroCareAI may disclose Personal Data if required by law or to protect its rights, property, or the safety of its users or the public.