This Agreement is between you (“You” or “Your”) and Neurofy (“Neurofy”). You must agree to the terms of the Agreement in order to Use the Neurofy Materials. This Agreement is not available to any corporation, partnership, or other form of business entity. This Agreement sets forth the entire understanding and agreement between You and Neurofy with respect to the subject matter hereof.
Users, User Items, and the Programs
Neurofy grants You a limited, non-exclusive and non-transferable licence to Use the Neurofy Materials, in accordance with the terms set forth in this Agreement. You may not Use the Neurofy Materials (directly or indirectly) for any commercial purpose and You are not allowed to provide the Neurofy Materials to any third party (except that you may allow others to experience a Neurofy Program on your personal User Item without charging a fee). For the avoidance of doubt, any public exhibition of Neurofy is prohibited without our consent. You acknowledge that You will not Use the Neurofy Materials in any way or for any purpose that is unlawful or prohibited by the terms of this Agreement. Neurofy reserves the right to terminate Your Use of the Neurofy Materials at any time if you do not abide by these conditions. You agree to obtain any Neurofy Materials (including Experiences) only through a Distributor or Neurofy and to comply with terms and conditions set by the Distributor, as applicable. The Programs require User Items, such as specialized hardware, software, and/or other items (usually specified by the Distributor). You are solely responsible for selecting, obtaining, maintaining, and using the User Items. Patches, updates, upgrades and other modifications to the Neurofy Materials will be installed on the User Items in accordance with terms and conditions set by the Distributor. This Agreement is effective from the moment you first Use the Neurofy Materials until it is terminated. This Agreement is terminated automatically by Neurofy if You fail to comply with the terms and conditions of this Agreement.
You agree to pay the subscription fees for the Neurofy Materials, as those fees are shown on the web store, app store, or other distribution point operated by either a Distributor or Neurofy . You agree that You will not make any claim against Neurofy in regard to any fee or related matter and that Your claim will be solely against the Distributor. You agree to pay any taxes and/or other costs (such as bandwidth, equipment, or other expenses) associated with Your Use of the Neurofy Materials.
You agree that all IP in the Neurofy Materials is owned by and/or licensed to Neurofy (except as explicitly otherwise stated by Neurofy pertaining to specific elements of the Neurofy Materials), and that you have no rights in that IP. Except for the non-exclusive rights to view the programs (including the right to Use Software in connection with viewing the programs), you do not have and do not obtain any IP rights whatsoever in the Neurofy Materials. You agree not to or attempt to (1) reverse engineer, decompile, disassemble the Neurofy Materials; (2) distribute, transfer, sell, lease, sublicense, assign or otherwise make available, directly or indirectly, the Neurofy Materials, in part or in whole; (3) copy, reproduce, modify, adapt, translate, or create derivative works from the Neurofy Materials; (4) remove any copyright or other proprietary notations from the Neurofy Materials; (5) obtain any information about any aspect of the IP in the Experiences and/or Neurofy Materials; or (6) extract any portion or element of the Neurofy Materials for any purpose whatsoever. In some cases, the Software contains free and/or open source software (“FOSS”), which is identified as appropriate to each license’s terms. You agree to comply with any applicable FOSS terms. In some cases, the Experiences and/or Neurofy Materials include the IP of other parties. You agree that you will comply with the rights of such other parties.
Updates and Changes
This Agreement may be changed and/or updated from time to time by posting the changes on the Neurofy website. You agree to accept such changes unless you (1) stop using any Neurofy Materials and/or Experiences at the time of the change and (2) notify Neurofy that you reject such changes.
Health and Safety
You are solely responsible for the health and safety of owning and operating the User Items and/or the Experience, including the selection of a safe location and set-up. Neurofy makes no warranty whatsoever of any kind or nature with regard to the Programs and/Neurofy Materials including (but not limited to) personal injury, illness or property damage of any kind or type.
You hereby agree to defend, indemnify and hold harmless Neurofy, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, Distributors, successors and assigns and other users of the Neurofy Materials, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from relating to any breach of this Agreement by you, or from your Use of the Neurofy Materials and/or Programs, except regarding the IP in the Neurofy Materials.
Limited Warranty and Limitation of Liability
NEUROFY ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE NEUROFY MATERIALS TO ACHIEVE ANY INTENDED PURPOSE, FOR THE PROPER USE OF NEUROFY MATERIALS OR FOR THE RESULTS OBTAINED FROM USE OF THE NEUROFY MATERIALS.
Governing Law and Forum
To the fullest extent permitted by applicable law, this Agreement shall be governed by and construed in accordance with the laws of Switzerland.
1. “Content” means the images (including moving and virtual reality images), audio, text, logos, and/or any other files and creative output (in any form whatsoever, including any derivatives), other than Software, owned and/or controlled by Neurofy.
2. “Distributor” means any business entity which provides distribution of the Neurofy Materials and/or collects fees for such distribution (such as, but not limited to, Oculus VR, SONY, YouTube, Microsoft, etc.) in accord with an agreement with Neurofy.
3. “Program” means the virtual reality experience as created by Neurofy, including all video, audio, and other elements, and implemented through User Items. Experience includes Neurofy Materials.
4. “Neurofy Materials” means the Software and Content provided or made available to You, whether by Neurofy or by Distributors.
5. “IP” means all intellectual property rights of every type and nature, including (without limitation) all inventions, patents, trademarks, trade secrets, copyrights, moral rights, or other intangible rights.
6. “Software” means the computer code and/or software (in any form) which is used for the creation, delivery and/or exhibition of the Programs, owned and/or controlled by Neurofy.
7. “Use” means to install, use or to possess the Neurofy Materials on the User Items.
8. “User Items” means the hardware, software, and other items necessary for the viewing and use of the Experience.