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END USER LICENSE AGREEMENT

END USER LICENSE AGREEMENT

CORTICAL LABS PTY LTD

This End User License Agreement ("EULA") is a legal agreement between you ("Licensee") and Cortical Labs Pty Ltd ("Cortical Labs"), governing the use of the CL-1 System ("System"). By installing, accessing, or using the System, you agree to be bound by the terms of this EULA.

1. Grant of License

1.1 License Grant: Subject to the terms of this EULA, Cortical Labs grants you a limited, non-exclusive, non-transferable, and revocable license to use the CL-1 System solely for research and educational purposes as specified in accompanying documentation.

1.2 Restrictions: You may not:

  • Use the System for any unlawful or unethical purposes, including but not limited to creating autonomous weapons or other harmful technologies.
  • Decompile, reverse engineer, or attempt to derive the source code or protocols of the System.
  • Modify, distribute, sublicense, or resell the System without prior written consent from Cortical Labs.

2. Ownership

2.1 System Ownership: The CL-1 System, including hardware, software, and documentation, is owned by Cortical Labs and protected by copyright, trade secret, and other intellectual property laws.

2.2 Data Ownership: All data generated by the CL-1 System belongs to the Licensee; however, Cortical Labs reserves the right to collect anonymized usage data for improvement and research purposes.

3. Usage Guidelines

3.1 Permitted Use: The System may only be used for exploring intelligence in biological cells. It is not intended for clinical, diagnostic, or therapeutic applications unless explicitly authorized by Cortical Labs and appropriate regulatory authorities.

3.2 Compliance: You agree to comply with all applicable laws, regulations, and ethical standards related to the use of the System, including but not limited to laboratory safety and ethical treatment of biological materials.

4. Support and Updates

4.1 Technical Support: Cortical Labs may provide limited technical support as outlined in the support documentation or your specific agreement.

4.2 Updates: Cortical Labs may release updates or patches to the System. Your continued use of the System after such updates constitutes acceptance of the updated terms.

5. Confidentiality

You agree not to disclose any proprietary information or trade secrets of Cortical Labs obtained through the use of the System to any third party without prior written consent.

6. Warranties and Disclaimers

6.1 Warranty: Cortical Labs warrants that its products will be free from material defects for a period of 12 months from the date of delivery.

6.2 Actions that void Warranty: This warranty does not cover misuse, unauthorized modifications, or external causes.

6.3 Remedies: The Buyer’s sole remedy is repair, replacement, or refund at Cortical Labs’ discretion.

6.2 Limitation of Liability: Cortical Labs shall not be liable for any indirect, incidental, or consequential damages arising out of your use of the System, including but not limited to data loss, system failure, or interruption.

7. Termination

7.1 Termination by Cortical Labs: Cortical Labs may terminate this EULA if you violate any terms herein. Upon termination, you must cease all use of the System and return or destroy any provided materials as directed by Cortical Labs.

7.2 Survival: Sections 2, 5, 6, 8, and 9 shall survive the termination of this EULA.

8. Indemnification

You agree to indemnify and hold Cortical Labs harmless against any claims, damages, or expenses arising from your use of the System in violation of this EULA.

9. Governing Law and Dispute Resolution

9.1 Governing Law: This EULA shall be governed by the laws of the State of Victoria, Australia, without regard to its conflict of laws principles.

9.2 Dispute Resolution: Any disputes arising under this EULA shall be resolved through binding arbitration conducted in Melbourne, Australia, in accordance with the rules of the Australian Centre for International Commercial Arbitration (ACICA).

10. Entire Agreement

This EULA constitutes the entire agreement between you and Cortical Labs with respect to the CL-1 System and supersedes all prior or contemporaneous understandings.