Public offer contract for the conclusion of a license agreement
The present contract of the offer (hereinafter referred to as the Contract) is concluded between NEUROSUITE and any individual, sole proprietor, legal entity (hereinafter - Customer).

1. BASIC TERMS

1.1. NEUROSUITE software - computer software suite for editing the calibration data to computer device, the rights to which NEUROSUITE has rights on the basis of licensing agreements with the right of sub-licensing (hereinafter The Software). NEUROSUITE is owned and managed by NEURO TUNING INC.

1.1.1. THE SOFTWARE - Referal to all softwares provided under the installation of NEUROSUITE currently named as LAUNCH9, LAUNCH17, VBID, IMMOF17, EEPROM EDITOR, DTC DISABLER.
1.1.2. The THE TOKEN-KEY - an online security key holds license information

1.1.3. TOKENS - Credit available from the THE TOKEN-KEY.
1.1.4. The TASK - Action made from THE SOFTWARE are refered as a "TASK".

1.1.5. The COST USAGE are the TOKENS cost per TASK completed.

1.2. Websites - websites of the Contractor located at http://www.neurosuite.ca
1.3. Customer - a software user who has acquired the rights to use this software in accordance with the terms of the license agreement.
1.4. The Offer - is a public offer of the Contractor, addressed to any person, to conclude a license agreement with him (hereinafter referred to as the Contract) on the existing terms and conditions contained in the Contract.
1.5. Acceptance - full and unconditional acceptance by the Customer of the terms of the Contract.
1.7. The price of the software is the cost of renting the software indicated on the Websites of the Contractor.

2. SUBJECT OF THE CONTRACT
2.1. The Contractor grants the User the right to use (individual, personal, non-exclusive license without the right to transfer to third parties for the installation and launch of one copy of this SOFTWARE on one computer at a time) of the Software, subject to all restrictions and conditions for using The Softwares in accordance with their technical documentation, functionality and terms of this agreement. The right to use each of The Softwares is granted after payment of THE TOKEN-KEY on the Websites.
2.2. This offer is made directly at the time of the start of the use of The Softwares and is valid for the period of 1 year starting from the last payment. its lawful use by the User within the period of validity of the copyright to it subject to the User's proper compliance with the terms of this offer.
2.3. The Contractor grants the User the right to use The Software without restriction on the territory on terms and in the manner provided by the current present Contract, with the exception of cases provided for by Clauses 5.1.1, 5.1.2 and 8.15.
2.4. The Contractor is the exclusive publisher of the NEUROSUITE software. All rights to The Software, including property rights and property rights, are reserved for the copyright holders. The Software is protected by copyright and the right to intellectual property, interests of copyright holders are represented by NEUROSUITE.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1. The Customer agrees:
3.1.1. to use The software as a "TEST" purposes for information purpose only.
3.1.2. that no software is free from errors.
3.1.3. that the software task are not designed to use on any moving vehicule.
3.1.4. that NEUROSUITE will not be responsable for any direct and indirect damages from the use of information created by the software.
3.2. The software can be executed with a "DEMO" TOKEN-KEY, provided in the download section, to confirm its compatibility with customer system.
3.2.1. The software acheive TASK and it's completion reduce TOKENS from THE TOKEN-KEY.

3.3. The Customer is obliged:
3.3.1. to use The Software only within the limits of those rights and in the ways provided for in this offer;
3.3.2. to pay for this offer, in accordance with the terms of this offer.
3.4. The customer does not have the right:
3.4.1. to distribute (copy) or publish The Software;
3.4.2. to distribute copies of The Software or its parts and / or carry out other activities aimed at extracting commercial benefits in relations with third parties from the use of The Software;
3.4.3. to grant sub-licenses for any use of The Software or its parts to third parties.
3.4.4. to provide access to the software to third parties, including sharing THE TOKEN-KEY.
3.4.5. reverse engineer, decompile and disassemble The Software, as well as hardware and network protocols
3.4.6. No part of The Software may be used without licensing the entire Software under the terms of this license agreement.
3.4.7. to distribute or share the result of the task.
3.4.8. to use software for real-world application.

3.5. The Contractor is obliged:
3.5.1. to grant the Customer the right to use The Software from the point of the activation of THE TOKEN-KEY within a reasonnable period after the purshase.
3.5.2. to provide known technical information on the usage of The Software through the FAQ section of the site of the Contractor.

3.6. The Contractor has the right to:
3.6.1. release new versions of The Software, establish the conditions for their provision to the Customer, the terms of technical support and maintenance;
3.6.2. to attract third parties for the provision of services under this offer.
3.6.3. change and / or supplement these Terms at any time, with Customer's notification by e-mail. All changes to the Terms are published on the websites of the Contractor.
3.6.4. interrupt access to the Website and the server for scheduled server maintainance
3.6.5. limit access to the functions of The softwares to prevent abusive usage.

4. TERMS OF USE OF THE SOFTWARE
4.1. The present offer entitles the Customer to use the software for a fixed fee, sounded on the sites http://www.neurosuite.ca
4.2. Having acquainted himself with the price list of the Contractor's services and the text of this public offer, the Customer purchases a THE TOKEN-KEY.
4.3. Use of The Software is possible only after payment of their corresponding cost. 4.4. Each completed TASK will result a TOKENS reduction of it's COST-USAGE applyed on the THE TOKEN-KEY holder.
4.5. Before each TASK, customer receive the cost of the task and has the choice to cancel or continue.
4.6. Each completed TASK is associated to your THE TOKEN-KEY allowing you to rework on the exactly same file without any token cost during the following year.
4.7. Tokens are only subtracted if the task is completed
4.8. The token expires after 1 year of your last purchase date.
4.9. Expired token will be re-activated as soon you recharge the THE TOKEN-KEY.
4.10. The Contractor does not bear any responsibility
4.10.1 including financial responsibility for the actions of the Customer's employees in The Software, is the responsibility of the Customer.
4.10.2 Responsibility for any actions and / or inactions that could lead to loss, theft, divulging, etc. Authorization and / or Customer Data, as well as responsibility for any actions and / or omissions of third parties using the Customer's Authorization and / or Registration Data are entirely the Customer's responsibility.
4.11. The Customer and persons who have access to The Software are prohibited from any unauthorized actions aimed at gaining access to any hardware and / or software resources of the Contractor, Authorization or Accounting data of other Customers of The Software, as well as any other information related to The Software and / limitedly accessible via the Internet.
4.12. The customer is obliged to abide the copyrights to the software and documentation provided by the Contractor.
4.13. In the event of a violation by the Customer of the software usage rules, the Contractor reserves the right to unilaterally block the Customer's access for an indefinite period without notifying and returning any money of the blocked Customer. 4.14. The Contractor reserves the right to unilaterally block the Customer's access (in manual or automatic mode) in case of suspicion of violation of the rules for using the software or this contract by the Customer until clarifying the circumstances.
4.15. The Contractor is not obliged, but reserves the right to unblock the Customer's access to The Software, if the violations of the rules were eliminated by the Customer.
4.16. This software may contain technologies designed to prevent unauthorized use and copying, as well as technology for license management.
4.17. The Contractor has the right to collect and analyze statistics on the use of The Software.
4.18. The Contractor has the right to store and analyze date and the files transferred to the server solely for the purpose of executing this agreement and ensuring the functionality of The Software and Modules and does not transfer them to third parties.

5 . PRICE AND PAYMENT PROCEDURE
5.1.1. In the case if the Customer is a resident of the CANADA, the TAXE fee will apply.
5.1.2. In the case if the Customer is NOT a resident of CANADA, the cost of the right to use The Software is established in "BUY TOKEN" section of the website www.neurosuite.ca The prices are indicated in CAD, payment is made in CAD.
5.2. No refunds.
5.3. Payment can only be made with paypal.
5.3.1. Automatic system will generate your token key of your purchase
5.3.2. The informations will be sent to your paypal email or the one you provided in the paypal payment form.
5.3.3. If payment EMAIL provided is wrong or need to be changed, customer will need to proove his identity to get acces to The TOKEN-KEY.

6 . FORCE MAJEURE
6.1. In the event of force majeure circumstances, which include natural disasters, accidents, fires, riots, strikes, military actions, unlawful acts of third parties, enactment of legislative acts, governmental orders and orders of state bodies that directly or indirectly prohibit the specified in this offer types of activities that prevent the parties from exercising their functions under this offer and other circumstances beyond the control of the parties, they are exempt are expected to be held liable for failure to fulfill their obligations if, within 10 (ten) days from the occurrence of such circumstances and in the presence of communication, the party affected by their influence will bring the news to the other party to the news of the incident, and will make every effort for the speedy elimination of consequences of force majeure.
6.2. A party that has suffered losses due to force majeure circumstances may require the party that became the object of force majeure to document the extent of the events that occurred and about their impact.

7 . TERM AND TERMINATION PROCEDURES
7.1. The offer comes into force from the moment of the User's full and unconditional acceptance of the offer - payment of the Contractor's remuneration, as well as the cost of services provided under this agreement, according to the terms of the offer.
7.2. The agreement can be terminated by agreement of the parties at any time.

8 . OTHER CONDITIONS
8.1. These Terms and Conditions are a public offer (offer) of the Contractor to individuals and legal entities that contain essential terms of the agreement for the provision of Services and the use of The Software.
8.2. Any actions to fulfill the conditions specified in this offer, including the registration of the Customer on the site, payment for the Services and others that confirm the Client's intention to use The Software, are considered complete and unconditional acceptance of the Conditions of this offer.
8.3. From the moment of acceptance of these Conditions of the Offer Contract, it is considered that the Customer has read and accepted this Offer.
8.4. The obligations of the Contractor are entirely determined by the Conditions of this offer.
8.5. The Customer assumes all responsibility for the use and consequences of using this software, the Contractor does not give guarantees of operability in arbitrary conditions, as well as compliance of the Software with the requirements of the Customer
8.6. The Contractor is not liable for possible damage to the electronic control unit and the vehicle when using this software, as well as for the lost profit from using this software.
8.7. The Contractor  handles messages about shortcomings and technical support of the software on best effort basis and does not provide any guarantees that problems will be resolved.
8.8. The Contractor does not guarantee the uninterrupted availability of the server parts of the software and the uninterrupted availability of the Contractor's sites.

9 . Disclaimer of Additional Warranties
9.1. The software product is provided "as is" without any additional obligations and guarantees, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, as well as any warranties of violation of law, with respect to this software product, in addition to this, the Contractor does not guarantee that the software will meet your requirements, or that this software will work without fail or will not keep errors, or these defects in this software will be fixed.

10. Compensation in favor of the buyer.
10.1. Payment for the TOKEN-KEY granted is non-refundable.
10.2. The Contractor's entire liability and the final amount of your compensation can not amount to more than the price paid for this software. Under no circumstances, including random, the licensee (executor) is not liable for any incidental, special, indirect or consequential damages resulting from the use of this license or in connection with this license. In no case will the Contractor be liable for any direct, indirect, incidental, special, punitive or consequential damages whatsoever, including losses from lost commercial profits, interruptions in business activities, leakage of commercial information or any other material damage, whatever their causes and circumstances, including negligence or other violations of civil rights arising from the operation or inability to operate the software, if the Contractor was notified of the likelihood of such losses.