This Evaluation Agreement (the “Agreement”) is entered into between NEOTECH Inc., a company based in Port Coquitlam, British Columbia, Canada (“NEOTECH,” “we,” or “us”), and the individual or entity that registers for and accepts it (the “Evaluator” or “you”). By requesting a key, checking the acceptance box, or using the hosted runtime, you agree to these terms.
“Runtime” means the TrueLoop / Stateful Wave Computing hosted optimization service, including the downloadable client library and the server endpoint it communicates with. “Method” means the update law, algorithms, models, parameters, and implementation that compute next configurations, all of which execute solely on NEOTECH servers. “Evaluator Data” means the measurements, statistics, scores, and configurations you submit. “Results” means the next configurations and outputs returned to you.
NEOTECH grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Runtime for ninety (90) days from acceptance, solely for your internal evaluation on your own workloads. No fee is charged for the evaluation, and no payment card is required.
The Method runs only on NEOTECH’s endpoint. You receive Results, never the Method. You will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Method, its update law, parameters, or source; (b) probe or benchmark the endpoint to reconstruct the Method; (c) circumvent any technical or rate limits; or (d) use the Runtime to build or train a competing product or model.
The Runtime enforces the boundaries of this evaluation through technical controls, including key-based authentication, a ninety (90) day expiry, rate limits, and access logging. You will not, and will not permit any third party to, defeat, disable, obscure, bypass, share, or otherwise tamper with any of these controls, or attempt to access the Runtime after expiry, after revocation, with a shared or reissued key, or outside the scope of this evaluation. Any such tampering or circumvention is a material breach of this Agreement, constitutes misappropriation of NEOTECH’s trade secrets, and may result in immediate termination of your access and civil and/or other legal action. You consent to the access logging and license-status checks described here and acknowledge that use of the Runtime without a valid, accepted Agreement on file for you is unlicensed and unauthorized.
You will not: (a) sublicense, resell, rent, or share your key or access; (b) remove or alter any proprietary notices; (c) use the Runtime unlawfully or to process data you lack the right to process; or (d) publish performance benchmarks or comparisons of the Runtime without NEOTECH’s prior written consent.
As between the parties, you own your Evaluator Data and your Results. You grant NEOTECH a limited license to process Evaluator Data solely to operate the Runtime and compute Results for you. Measured statistics are used only to compute updates within a session and are not retained beyond what is necessary to provide the service. NEOTECH does not sell Evaluator Data and does not use it to train models offered to other customers.
NEOTECH and its licensors retain all right, title, and interest in and to the Runtime, the Method, and all related intellectual property, including all improvements. No rights are granted except the limited license expressly stated here.
If you give NEOTECH suggestions or feedback, you grant NEOTECH a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.
Each party may receive non-public information of the other (“Confidential Information”). The receiving party will use it only to exercise rights and perform obligations under this Agreement and will protect it with reasonable care. The Method and non-public details of the Runtime are NEOTECH’s Confidential Information. These obligations survive termination.
THE RUNTIME IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Performance figures shown in our materials are derived from simulation or emulation and are not a guarantee of results on your workloads. NEOTECH does not warrant uninterrupted or error-free operation during the evaluation.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF THIS AGREEMENT. NEOTECH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE EVALUATION WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100). These limits apply even if a remedy fails of its essential purpose.
This Agreement begins on acceptance and continues for the 90-day evaluation. Either party may terminate at any time on written notice. NEOTECH may suspend or terminate access for breach. On expiry or termination, your key ceases to function and Sections 3, 3A, and 4 through 10, 13, and 14 survive. The evaluation does not auto-convert or auto-charge; continued use beyond the term requires a separate written license.
You will comply with all applicable export controls and sanctions laws and will not use the Runtime where prohibited by such laws.
This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The courts located in British Columbia have exclusive jurisdiction, and the parties consent to venue there.
This Agreement is the entire agreement on its subject matter and supersedes prior discussions. You may not assign it without NEOTECH’s consent; NEOTECH may assign it to an affiliate or successor. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing. Acceptance may be given electronically, and NEOTECH may record your email, organization, timestamp, and IP address as evidence of acceptance.