This License Agreement (“Agreement”) constitutes a public offer by NEUROSUITE (“Licensor”) to any individual, sole proprietor, or legal entity (“Customer”) for the use of certain software products under the terms and conditions set forth below.
By accepting this Agreement — including, but not limited to, by registering, downloading, installing, or using the Software — the Customer agrees to be bound by all of its terms.
1.1 Software – Refers to the NEUROSUITE software suite developed or licensed by the Licensor, including but not limited to: LAUNCH9, LAUNCH17, VBID, IMMOFF17, EEPROM EDITOR, and DTC DISABLER, and any updates, upgrades, modifications, or associated documentation.
1.2 TOKEN-KEY – An online activation key or digital license that stores license information and credits (Tokens) used to perform actions within the Software.
1.3 Tokens – Prepaid digital credits associated with a valid TOKEN-KEY, which are deducted upon execution of certain tasks performed by the Software.
1.4 Task – Any process, action, or function performed by the Software that results in the deduction of Tokens.
1.5 Cost per Task – The number of Tokens required to perform a specific Task.
1.6 Customer – Any person or legal entity who accepts this Agreement and acquires the right to use the Software under the terms set forth herein.
1.7 Website – The official website of the Licensor: https://www.neurosuite.ca
1.8 Acceptance – The Customer's full and unconditional agreement to be bound by this License Agreement, indicated by payment, download, installation, registration, or use of the Software.
1.9 License Term – The License granted under this Agreement is valid for one (1) year from the date of activation or from the Customer’s last Token purchase, or until the Licensor discontinues the availability of the Software or related services, whichever occurs first.
2.1 The Licensor grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use one (1) copy of the Software on a single computer at a time.
2.2 This license is granted solely for testing, evaluation, research, or informational purposes. The Software is not intended for real-world deployment and must not be used in connection with any operational vehicle, active ECU, or live commercial environment.
2.3 The Customer acknowledges and agrees that the Software:
2.4 The Software uses a Token-based system. Each completed Task may deduct a specified number of Tokens. Task costs are communicated before execution and vary depending on the operation.
2.5 A license is valid for one (1) year from the date of the last Token purchase, or until the Licensor discontinues the Software or associated services. Continued access requires purchasing additional Tokens.
2.6 TOKEN-KEYs that expire and are not reactivated within one (1) year may be permanently deleted, along with any associated data. The Licensor has no obligation to restore such data.
2.7 The Licensor may modify, suspend, or discontinue the Software or related services at any time without notice.
2.8 All rights not expressly granted herein are reserved by the Licensor.
2.9 All intellectual property rights in and to the Software remain the exclusive property of the Licensor.
3.1 Obligations
The Customer agrees to:
3.2 Restrictions
The Customer shall not:
3.3 Licensor Obligations
3.4 Licensor Rights
The Licensor may:
4.1 A valid TOKEN-KEY is required to activate and use the Software.
4.2 Pricing for Tokens and Task costs are published on the Website in CAD.
4.3 The Token cost for each Task is displayed before execution. Users may cancel or confirm.
4.4 Tokens are only deducted for successfully completed Tasks.
4.5 Identical Tasks on the same file can be re-executed for free within one (1) year of the original Task.
4.6 Tokens expire one (1) year after the Customer’s last Token purchase.
4.7 Expired TOKEN-KEYs may be reactivated with a new Token purchase within one (1) year of expiration.
4.8 After one (1) year of inactivity, the TOKEN-KEY and all related data may be permanently deleted.
4.9 The Customer is responsible for safeguarding their TOKEN-KEY credentials.
4.10 The Software contains license enforcement mechanisms. Any attempt to bypass them may result in termination.
4.11 Unauthorized access or manipulation may lead to immediate revocation and legal action.
4.12 The Licensor reserves the right to investigate and suspend access due to suspected abuse.
4.13 Service availability may be affected by maintenance, technical issues, or Force Majeure.
5.1 Tokens are required to use the Software. Prices are published on the Website and may change.
5.2 All payments are in Canadian Dollars (CAD).
5.3 Canadian customers are charged GST/HST as required.
5.4 Non-Canadian customers pay tax-free.
5.5 All Token purchases are final and non-refundable. No chargebacks or reversals are permitted.
5.6 Accepted payment method: PayPal (subject to change).
5.7 TOKEN-KEYs are delivered to the email address used during payment.
5.8 If the email is incorrect or inaccessible, the Customer must prove PayPal ownership to retrieve access.
5.9 The Licensor may block access for suspected fraud, chargebacks, or disputes.
6.1 Neither party shall be liable for delays caused by events beyond their control.
6.2 The affected party must notify the other within ten (10) business days.
6.3 If a Force Majeure Event continues for more than 30 days, either party may terminate the Agreement.
7.1 This Agreement takes effect upon Acceptance and lasts for the License Term.
7.2 The license expires one (1) year after the last Token purchase or if the Software is discontinued.
7.3 Termination may occur by mutual written consent.
7.4 The Licensor may immediately terminate the license if the Customer:
7.5 Upon termination:
7.6 Sections related to IP, warranties, liability, and indemnification survive termination.
8.1 This Agreement is a legally binding public offer.
8.2 Any action by the Customer to access the Software constitutes full acceptance.
8.3 The Customer confirms they understand and agree to these terms.
8.4 Licensor obligations are limited to those stated herein.
8.5 Customer assumes all risks from Software use.
8.6 Licensor is not liable for:
8.7 Support is optional and provided on a best-effort basis.
8.8 The Licensor does not guarantee uninterrupted access.
8.9 Use of the Software is subject to the Licensor’s Privacy Policy.
9.1 Software is provided “AS IS” and “AS AVAILABLE.”
9.2 No warranties are provided, including:
9.3 The Customer is solely responsible for:
10.1 The Licensor’s total liability is limited to the value of the most recent Token purchase.
10.2 The Licensor is not liable for:
10.3 These limitations apply even if the Licensor was informed of potential loss.
10.4 The Customer shall indemnify the Licensor against claims resulting from:
10.5 All Token sales are final. No compensation is available for unused, expired, or lost access.