Terms of Service
Last Updated: August 9, 2023
This page explains the terms by which all users (“you” and “your”) may download, install, copy, access or use Divergence Neuro Technologies Inc.’s (“we”, “our” and “us”) software, including any future updates, upgrades or versions of the software (collectively, the “Software”) and any associated products and services made available by us or on our behalf from time to time including, but not limited to, our websites, widgets, computer programs, platforms, mobile applications, and training courses and programs (collectively, the “Services”) and accompanying documents, information, manuals or other related materials provided by us as part of, or in connection with the Software. By accessing or using the Software and/or the Services, you signify on your behalf and any person or entity that you represent that you have read, understood, and agree to be bound by these Terms of Service (the “Agreement”). We reserve the right to make unilateral modifications to these terms and will provide notice of these changes as described in Section 21 below.
If you are a business, company, institution or other legal entity, you may permit Authorized Users to access and use the Software or the Services in compliance with this Agreement. “Authorized User(s)” mean the following users that you authorize to access or use the Services on your behalf: (a) your employees, agents, or independent contractors; (b) others such as clients, students, or subscribers where the Services is provided to your end user customers together with your other services and not on a standalone basis; or (c) other users expressly authorized to use and access the Services by us.
The Software and the Services are for information purposes only and are not intended to be used for any other purpose, including medical or diagnostic-related purposes.
(b) License Grant Subject to the terms and conditions of this Agreement and subject to your payment of all applicable fees (including applicable fees for all of your Authorized Users), we hereby grant you and your Authorized Users a limited, personal, non-transferable, non-sub-licensable, and non-exclusive license to install and use a single copy of the Software for your information and personal and internal business and research purposes, together with any applicable Services (the “License”). Except to the extent that you are authorized by us in writing (in which case additional and/or different terms and conditions may apply to you), you are not permitted to provide or resell the Software or the Services to anyone on a standalone basis. You agree to ensure that Authorized Users comply with the terms of this Agreement and all applicable fees for the Services are paid to us in relation to the use of the Services by all Authorized Users. We reserve all rights not expressly granted herein in the Software, the Services and our content. We may terminate this License, in whole or in part, at any time for any reason or no reason.
The rights granted to you in this Agreement are subject to the following restrictions:
Unless otherwise indicated, any future release, update, or other addition to the functionality of the Software and Services shall be subject to this Agreement.
(c) User-Generated Content
For the purposes of this Agreement, “User Content” means any text, feedback, ideas, suggestions, documents, proposals, photographs, electroencephalogram (EEG) recordings or other data and information you or anyone acting on your behalf submits to us including, without limitation, through online and mobile services made available by or on behalf of us from time to time including, but not limited to, the Services. You represent that your User Content: (a) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of privacy; (b) will not violate any Applicable Laws; (c) will not be obscene or contain child pornography; (d) will not contain software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; and (e) will not be defamatory, unlawfully threatening or harassing, harmful to minors or others in any way, or otherwise offensive or inappropriate.
(d) Personally Identifiable User Generated Data
For the purposes of this Agreement, “Personally Identifiable User Generated Data” means User Content that identifies you or your Authorized Users and is considered personal information in accordance with applicable privacy and data protection laws. For clarity, Personally Identifiable User Generated Data does not include de-identified and/or aggregated information. You hereby grant to us a revocable, non-exclusive, worldwide, royalty-free license, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use Personally Identifiable User Generated Data in any manner and at any time only so far as required to deliver the Software, our products and the Services. You waive any rights of publicity, moral or other similar such right with respect to Personally Identifiable User Generated Data while used in accordance with the preceding sentence.
(e) Non-Personally Identifiable User Generated Data
For the purposes of this Agreement, “Non-Personally Identifiable User Generated Data” means all User Content except for Personally Identifiable User Generated Data. You hereby grant to us a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit Non-Personally Identifiable User Generated Data in any manner and at any time. You waive any rights of publicity, moral or other similar such right with respect to the Non-Personally Identifiable User Generated Data.
(f) No Representation Regarding Local Laws
We make no representation that the Software, the Services and/or the materials contained, described or offered by the Software and/or Services are accurate, appropriate or available for use in all jurisdictions, or that this Agreement complies with the laws of any particular country. Users of the Software and the Services use the Software and the Services on their own initiative and are responsible for compliance with all Applicable Laws. Notwithstanding anything to the contrary, you agree that you will not access the Software or the Services from any territory where it is illegal, and that you are solely responsible for compliance with all Applicable Laws.
(g) Training Courses, Programs and Services
We may make online self-help as well as custom training courses, programs and services available to you from time-to-time. Any and all training content and materials are provided as-is. We do not guarantee these resources to be free from errors or to be an accurate representation of the current capabilities of the Services.
If you have purchased any of our custom training packages, you are fully responsible for providing us with any and all information that we need to customize and complete the training program. You are also fully responsible for ensuring that all applicable personnel are made available at the designated times outlined in the training curriculum and schedule. The number of hours and sessions included in any custom training package will be listed in the package description at the time of purchase. Unless otherwise stated in the training package description, training will be conducted remotely using remote presentation tools, is for up to five (5) trainees and will be delivered over the course of one (1) month. We have no obligation to repeat any training sessions if you or any of your personnel fail to attend or if the training content does not meet your expectations.
All right, title and interest in and to the training materials belongs solely to us. If you have purchased and paid for a custom training program, we will grant you and your specified trainees a limited, personal, non-transferable, non-sub-licensable, and non-exclusive license to use and reproduce one copy of the training materials provided to you by us solely for the purposes of such applicable training program and following completion of such training program solely for your own internal business purposes.