Last updated: November 20, 2020
“Assets”: means the materials provided by Us to You in the SDK, including the Sample Code, the Open Sample Code, the logo, graphic, or any element available to You through the SDK. If some of these materials are subject to third parties’ licenses, this information will be clearly mentioned in the applicable documentation.
“Contents”: means any written information You provide to Us regarding the DevKit such as feedbacks, comments or evaluation.
“Defended Party”: means the Party receiving the claim regarding the alleged infringement of intellectual property rights as described in Section 11.
“Defending Party”: means the Party defending the other Party against the third-party claims regarding the alleged infringement of intellectual property rights as described under Section 11.
“Developed App(s)”: the brain enabled applications/games developed by You by using the third party software Unity 3D (or any third party software) and the DevKit.
“DevKit”: means the NextMind DevKit which is composed of the Hardware and the Software. NextMind technology decodes the active focus of attention from Your brain activity and allows You to control digital interfaces directly with Your mind, in real-time.
“Documentation”: means the Manual of Use available in the DevKit and the online documentation made available to You at this address www.next-mind.com/documentation in connection with the DevKit; including, without limitation, any and all, tutorials, help files and other files and any updates and/or upgrades to the Assets.
“Hardware”: means the NextMind Sensor that records neural activity at the back of the head.
“IPRs”: means any intellectual and industrial property rights including all rights in patents, utility models, semi-conductor topography rights; copyrights, authors’ rights, trade marks, brands, domain names, trade secrets, know-how and other rights in information, drawings, logos, plans, database rights, technical notes, prototypes, processes, methods, algorithms, any technical-related documentation, any software, registered designs and other designs, in each case, whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
“Nextmind” or “We”, “Us” or “Our”: means Nextmind, incorporated and registered under number 823 089 031 in Paris, having its principal place of business at 4 rue Drouot, 75009 Paris.
“Open Sample Code”: means the Sample Code which is freely accessible to You (a certain part of the source code), except for the Stimulation Assets protected under Nextmind’s patents’ rights. You are allowed to amend the Open Sample Code under the conditions set out in Section 3.
“Patents”: means any national and regional patent or any international, national and regional patent application in force, owned by Nextmind and covering the Stimulation Assets.
“Sample Code”: means the sample code available in the Assets which is not freely accessible.
“SDK” or “Software”: means the NextMind Software Development Kit (including the Stimulation Assets) which allows You to develop your own brain-enabled applications/games and includes building blocks, tutorials and demo apps.
“Stimulation Asset(s)”: means the stimulation assets or images enabling a brain response developed specifically by NextMind in the SDK which are protected by Patents
“You”, “Your” or “Developer (s)”: means an individual or a company providing software development services.
“Your Developments”: means Your Developed App(s) and Your Sample Code.
“Your End Users”: means Your client or a user who uses Your DevKit or any elements of your DevKit and the user of any of Your Developments.
“Your Improvements”: means any patentable improvement made by You to the Stimulation Asset(s).
“Your Sample Code”: means the Open Sample Code amended by You.
ONLY THE PERSONS ABOVE THE AGE OF 18 ARE ALLOWED TO USE THE DEVKIT. MOREOVER, WE STRONGLY DISCOURAGE THE USE OF THE DEVKIT IF YOU HAVE A HISTORY OF PHOTOSENSITIVE EPILEPSY OR HAVE ANY NEUROLOGICAL DISEASE. PLEASE CONSULT YOUR MEDICAL PRACTITIONER BEFORE USING THE DEVKIT. PLEASE NOTE THAT THE DEVKIT MUST NOT BE USE IN A MEDICAL ENVIRONMENT OR FOR MEDICAL PURPOSES.
Once You received Your DevKit to the address mentioned in the order form, as described in the Terms of Sales, You shall access to the mentioned website address in order to activate Your DevKit and in particular to pair the Hardware with the Software: www.next-mind.com/developer. On this webpage You will be able to download:
(i) the Nextmind Manager Installer in executable format;
(ii) the SDK which is a .unitypackage file to be imported in the Unity software.
You won’t be able to use the Hardware if the NextMind Manager is not properly installed and more generally if You do not comply with the Documentation and the steps described above.
Before any use of the Hardware you must carefully read and comply with the Documentation applicable to the Hardware.
THE SOFTWARE IS LICENSED NOT SOLD.
4.1 Licenses granted to You
4.1.3. License to use the Stimulation Assets. The Stimulation Assets are available in the SDK and may help You to develop Your Developments which can only be used for the strict purpose of developing Your Developments. We grant You, for the legal duration of the Patents, a personal, non-exclusive, non-transferable, non-sublicensable, limited right and royalty-free license to reproduce, use and modify the format and color of the Stimulation Assets exclusively to enhance Your Developments’ experience in the SDK, for countries where a Patent application is filed and/or a Patent is granted and maintained in force. This license does not grant You any title or ownership on the Stimulation Assets which remain the exclusive property of Nextmind.
4.2 License granted to Us
4.2.2. License to use Your Contents. You agree to grant Us for the legal duration of the IPRs a personal, exclusive, transferable, sublicensable, worldwide, right and license to use Your Contents (for example You allow Us to display Your Contents on Our Website).
4.2.3. License to use Your Improvements on the Stimulation Assets. For any of Your Improvements on the Stimulation Assets, in the event of a patent being filed, you agree to grant Us, for the legal duration of patent protection, a personal, non-exclusive, transferable, sublicensable and royalty-free license to use the said patent(s), for countries where a patent application is filed and/or a patent is granted and maintained in force.
(i) publish, distribute or resell any element of the DevKit (including the Stimulation Assets protected under Nextmind’s Patents’ rights);
(iii) allow third parties to use any element of the DevKit (including the Stimulation Assets protected under Nextmind’s Patents’ rights) or make copies unless agreed by Us in writing;
(iv) use any element of the DevKit for any illegal purpose or in violation of any law;
(v) use the SDK with a hardware which is not the NextMind Sensor.
(vi) use the Hardware without the Software;
(vii) violate or encourage any violation of Our rights and/or intellectual property rights or any third-party rights’ and/or IPRs;
(viii) decompile, reverse engineer and/or disassemble all or part of the Software or allow others to do so;
(ix) disassemble or reassemble the Hardware and its components;
(x) use the SDK or the Hardware to create any software, goods or product which is identical or similar to any element of the DevKit.
Failure to comply with this Section constitutes a material breach, which allow Us subject to a prior notice to suspend or immediately terminate Your license without prejudice to other rights, remedies or damages to which We are entitled under the applicable laws.
(ii) you shall immediately pay to Us all outstanding unpaid invoices and interests;
(iii) you must immediately stop using the DevKit;
(iv) you must immediately remove the SDK from all computer equipment in Your possession;
(vi) provisions which expressly or by nature shall survive after termination will remain fully applicable.
We use commercially reasonable security measures to protect ourselves against the loss, misuse and alteration of the data we collect, depending on the categories of personal data and the applicable processing activity, such as pseudonymization, encryption of transmitted and stored data, restriction of access by two-factor authentication where applicable.
7.2 Your Developments. You own all rights, titles and IPRs in and to Your Developments you create using the SDK. Notwithstanding with the above, since Your Developments are developed through the use of the SDK, You must clearly specify that Your Developments are “Made with Nextmind”.
7.3 Your Contents. You may send us Your feedbacks and comments through a form or through other means. Notwithstanding with Section 4, You remain the only owner of Your Contents and warrant that Your Contents comply with the applicable law and third parties rights and titles.
You own all titles and rights in Your Developments You create using the SDK (except for the Stimulation Assets protected under Nextmind’s Patents’ rights). You are allowed to distribute or share within the community for free (under open source License or any other mean) Your Developments.
IF YOU WANT TO COMMERCIALIZE (LICENSE, SALE OR ANY OTHER MEANS) YOUR DEVELOPMENTS YOU MUST CONTACT US AT THE FOLLOWING ADDRESS PRIOR ANY DISTRIBUTION: SALES@NEXTMIND.COM, IN ORDER TO CONCLUDE AN AGREEMENT WITH US WHICH SETS OUT THE TEMS AND CONDITIONS, INCLUDING THE FINANCIAL CONDITIONS, UNDER WHICH YOU ARE ALLOWED TO COMMERCIALIZE YOUR DEVELOPMENTS .
To the extent permitted by law, the DevKit is provided “as is” with no warranties of any kind. We do not warrant that the DevKit will operate without interruption or be error free or meet individual requirements. You represent and warrant that Your Content, scripts, data will be free of any virus, Trojan Horse, cancelbot, timebombs or other devices developed to disable or to erase, damage or corrupt software, hardware or data.
The Parties will defend each other against the third-party claims regarding the alleged infringement of a patent, copyright or similar rights and will pay the amount of any resulting adverse final judgment or approved settlement, provided that the party contacted by the third party:
(i) promptly notifies in writing the other part of the claim specifying the nature of the claim in reasonable detail and;
(ii) grants to the Defending Party the right to control the defense and any settlement of it and;
(iii) does not make any admission of liability, agreement or compromise in relation to the claim without the prior written consent of the Defending Party (such consent not to be unreasonably conditioned, withheld or delayed);
The Defended Party must provide the Defending Party with all requested assistance, information, and authority, and must take all reasonable action to mitigate its losses arising from the third-party claim. This constitutes the parties’ sole remedies and entire liability for such claims.
If the third party alleges that an element of the DevKit infringes its or a third party’s intellectual property rights, we will, at our own option:
(i) obtain the right to continue using this element of the DevKit;
(ii) modify or replace the element of the DevKit so that it becomes non-infringing.
(iii) we shall have no liability for any claim based on or resulting from:
(v) Unauthorized change, modification or addition in the DevKit by You;
(vi) Combination, operation or use of any element of the DevKit with third party programs or equipment or hardware or any element provided by a third party;
(vii) Use of a non-current release or version of the SDK.
This Section constitutes Your exclusive remedy and Our sole liability in respect of claims regarding the alleged infringement of intellectual property rights.