PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL DOCUMENT. BY CLICKING "I ACCEPT" AND LOGGING INTO, ACCESSING OR OTHERWISE USING ANY PART OF NILES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES.
This End-User License Agreement ("Agreement") is a binding legal contract between you ("User") and the NeuroLeadership Institute("NLI") concerning your use of the AI Coaching Software and Services, known as NILES ("NILES").
1.1. Limited License. Subject to your compliance with this Agreement, NLI grants User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the NILESProduct solely for User's internal personal or business coaching purposes in NILES original form as delivered by NLI in accordance with the terms of this Agreement and all applicable laws, rules, and regulations.
1.2. Restrictions. User shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure, ideas, or algorithms of NILES; (b) modify, translate, or create derivative works based on NILES; (c) rent, lease, distribute, sell, or otherwise transfer rights to NILES; (d) use NILES for the benefit of any third party; or (e) use NILES in any manner that violates any applicable law or third-party right.
1.3 Accessibility of NILES. User understands and agrees that from time-to-time NILES or certain features or functionality of NILES, may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment or software malfunctions; (ii) periodic maintenance procedures or repairs which NLI may undertake; or (iii) causes beyond the control of NLI or which are not foreseeable by NLI.
1.4 Equipment.User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User's access to and use of NILES.
2.1 Account. In order to access and/or use NILES, User shall be required to select and use a username and password (User's "Account"). This Account shall be used only by User, and User may not share or otherwise disclose User's Account information to any other party. User is responsible for maintaining the confidentiality of User's Account credentials and for all activities that occur under User's Account. User agrees to notify NLI immediately of any unauthorized use of User's Account. NLI will not be liable for any loss or damage arising from User's failure to comply with this security obligation.
2.2 Monitoring. NLI reserves the right to monitor User Account and use of NILES to (i) operate NILESproperly; (ii) administer and manage NLI's business; (iii) provide all users with the highest quality products and services; (iv) verify compliance with this Agreement or other applicable laws or regulations; (v) protect NLI and its users; and/or (vi) satisfy any law, regulation or other government request.
2.3 Privacy.User agrees that NLI may collect, store, and use data about User, User's device and/ or system access, and User's use of NILES. NLI collects, stores, and uses data from Users in accordance with its Privacy Policy.
3.1. Ownership. User retains all rights and ownership in the text, data, audio files, and other information and materials User provides to NILES("User Content").
3.2. License to NLI and AI Training. User grants NLI a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, create derivative works of, display, and perform the User Content in connection with operating, providing, and improving NILESand NLI's other products and services, including for training and improving the underlying AI models. User represents and warrants that User has all rights necessary to grant NLI this license.
4.1. Ownership of Output. Subject to Section 3.2 and Section 6, NLI assigns ownership to User of the text, suggestions, advice, and other materials generated and returned to User by NILESin direct response to the User Content (the "AI Output").
4.2. Use of AI Output. You are solely responsible for the use, distribution, and publication of the AI Output. You acknowledge and agree that AI Output may not be unique and NLI or other users may generate identical or similar content.
4.3 NLI Content. NILESmay use software, photos, images, text, graphics, music, sounds, voices and/or other material provided by NLI or third parties (collectively, "NLI Content") that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights. For avoidance of doubt, all NLI Content is owned or appropriately licensed by NLI. This Agreement governs User's use of any NLI Content.
4.4 NLI Pre-Existing IP. NILESis trained to use NLI's pre-existing intellectual property to generate the AI Outputs. NLI pre-existing intellectual property includes, but is not limited to content displayed on or embedded in NILES, including research, published studies, proprietary processes, materials, methodologies, models, know-how, trade secrets, graphics, and modifications to any of the foregoing that NILES uses to generate AI Outputs (collectively "NLI Pre-Existing IP") developed or acquired by NLI prior to or independently of this Agreement. NLI Pre-Existing IP shall remain the sole property of NLI. This Agreement governs User's use of any NLI Pre-Existing IP.
5.1. Prohibited Use. User shall not use NILESto create, submit, or transmit any content that is illegal, defamatory, harassing, obscene, fraudulent, or invasive of another's privacy.
5.2. Prohibited Advice Generation. User agrees not to use NILES to generate content intended to substitute for, or represent as, professional advice in the following regulated fields: medical/health care (diagnosis or treatment), legal, or financial/investment advice.
5.3. Voice Coaching Usage Policy.To ensure a high-quality, stable, and cost-effective experience for all users, User's use of the specialized voice coaching feature of NILES is subject to a Fair Use Principle. While access is designed to be generous for typical coaching needs, NLI reserves the right to manage or temporarily limit access to this feature for usage patterns that are deemed excessive, continuous, or grossly exceed the average usage of typical active users. NLI will endeavor to notify User before any action is taken, however advance notice is not required.
5.4. Resource Intensive Use. User agrees not to engage in uses of NILES that are unduly resource-intensive or disruptive, including but not limited to: (a) submitting excessively long or complex prompts; (b) engaging in rapid-fire, automated, or scripted submission of requests; or (c) knowingly exploiting any errors or vulnerabilities to consume disproportionate resources.
5.5 Additional Prohibitions.User's privilege to use NILESdepends on User's compliance with these additional prohibitions, which may be updated from time to time. NLI may revoke User's privileges or take any other appropriate measures to enforce these guidelines if violations are brought to its attention. User agrees not to use NILES to:
a. forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through NILES;
b. upload, post or otherwise transmit any User Content that User does not have a right to transmit under any law or under contractual or fiduciary relationships or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
c. upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," multi-level marketing opportunities, franchises or any other form of solicitation;
d. upload, post or otherwise transmit any material or User Content that contains software viruses or any other malicious code, files or programs designed to interrupt, disrupt, destroy, damage or limit the functionality of any computer software or hardware or telecommunications equipment or violate the security of any computer network, crack passwords or security encryption codes or otherwise attempt to gain unauthorized access to any other computer system;
e. use or launch any automated system, including, without limitation, "robots," "spiders" or "offline readers," that accesses NILES in a manner that sends more request messages to NLI or NILES in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
f. attempt to cause the traffic levels of the software or other networks to rise without reason or for malicious purpose, including, without limitation, through transmission of large files to people for malicious purposes, "mailbombing," transmissions intended to raise the costs of another's access through excessive traffic levels, denial of service or similar attacks, repeatedly sending the same content to another person for the purpose of harassment or otherwise causing an unreasonable increase in traffic levels or usage of NILES as solely determined by NLI;
g. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of NILES are able to type or otherwise act in a manner that negatively affects another Users ability to engage in meaningful exchanges;
h. interfere with or disrupt the servers or networks connected to NILES, or disobey any requirements, procedures, policies or regulations of networks connected to NILES;
i. intentionally or unintentionally violate any applicable local, state, national or international law; or
j. collect, store or use personal data about other users;
The product NILESis provided to you "AS IS" and "AS AVAILABLE" with all faults and without warranty of any kind. NLI expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
USE OF NILES IS AT USER'S SOLE RISK. NLI DOES NOT WARRANT THAT USER'S USE OF NILES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES NLI MAKE ANY WARRANTY AS TO THE ACCURACY OF ANY USER CONTENT OR AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF NILES. NLI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION, ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, TITLE, NON-INFRINGEMENT OR TIMELINESS, SUITABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO NILES OR USER CONTENT. USER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN IN RELIANCE ON NILES OR ANY INFORMATION OR USER CONTENT THEREIN, INCLUDING, WITHOUT LIMITATION, INACCURATE OR INCOMPLETE INFORMATION. ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY, AND OTHER LEGAL RIGHTS MAY BE GRANTED IN SUCH JURISDICTIONS.
You expressly acknowledge and agree that:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NLI NOR ANY OF ITS LICENSORS, AFFILIATES OR SUBSIDIARIES WILL BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, NILES, USER CONTENT, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE PRODUCT OR USER CONTENT; ANY CHANGES TO OR INACCESSIBILITY OF NILES; ANY INACCURACY OR INCOMPLETENESS OF USER CONTENT OR INFORMATION CONTAINED IN NILES; ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA; ANY MATERIAL DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED; ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH NILES OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH NILESWHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER NLI NOR ANY OF ITS AFFILIATES OR SUBSIDIARIES' TOTAL LIABILITY FOR DIRECT DAMAGES SHALL EXCEED THE TOTAL FEES PAID, IF ANY, BY USER TO NLI HEREUNDER. IF USER IS DISSATISFIED WITH NILES, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF NILES AND TERMINATE THIS AGREEMENT.
USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY NLI CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, AND OTHER LEGAL RIGHTS MAY BE GRANTED IN SUCH JURISDICTIONS.
10.1. Term. This Agreement commences upon the date you first sign up for NILES and continues until terminated as set forth in this Section 10.
10.2. Trial Period Termination. If you are accessing NILES pursuant to a free trial, you may terminate this Agreement at any time within the free trial period.
10.3. Subscription Termination by User. You may terminate your subscription at any time through your account settings. Termination will be effective at the end of your current paid subscription period (monthly or annual), and you will retain access until that date. You will not receive a refund for any prepaid subscription fees.
10.4. Termination by NLI. NLI may terminate this Agreement immediately if: (a) you breach any material provision of this Agreement; (b) required by law; or (c) NLI decides to discontinue offering NILES entirely.
10.5. Effect of Termination. Upon termination: (a) your license to use NILES immediately ceases; and (b) you must cease all use of NILES. Sections 3, 4, 6, 7, 8, 9, 11, and 12 shall survive the termination of this Agreement.
11.1. Governing Law. This Agreement will be governed by the laws of the State of New York, United States, without giving effect to any conflicts of laws principles.
11.2. Venue. The parties agree that the courts located in New York County, New York, shall have exclusive jurisdiction to resolve any disputes arising under this Agreement.
12.1. User Indemnification. You agree to indemnify, defend, and hold harmless the NeuroLeadership Institute (NLI), its affiliates, officers, directors, employees, consultants, and representatives from any and all third-party claims, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising from or related to:
13.1 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision will be severed from this Agreement and all other provisions will remain in full force and effect.
13.2 Waiver.No delay or failure to enforce any right under this Agreement will operate as a waiver of NLI's right to enforce that or any other right. No waiver shall be binding unless executed in writing by the party making the waiver.
13.3 Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
13.4 Force Majeure. Neither party shall be responsible or liable for failure to fulfill its obligations under this Agreement (except for payment of any fees) due to any major unforeseeable event beyond the control of, and not caused by the fault or negligence of, such party or its agents, including, without limitation, an act of God, fire, earthquake, flood, explosion, action of the elements, war invasion, terrorism, insurrection, riot, mob violence, sabotage, inability to procure equipment, facilities, materials or supplies in the open market, failure of power, failure of transportation, failure of telecommunications systems or infrastructure, strike, lockout, action of labor unions, condemnation, requisition, law or order of government, civil or military authorities; provided that the party failing to perform in such event shall promptly resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable.
USER HAS READ, UNDERSTOOD, AND ACKNOWLEDGES THE FOREGOING AGREEMENT AND AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. USER HAS FULL AUTHORITY TO EXECUTE THIS AGREEMENT. PLEASE CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT BY CLICKING ON THE APPROPRIATE LINK BELOW.