Organization Terms and Conditions

These Organization Terms and Conditions apply to each Order Form that incorporates them. Together with the Order Form and the other documents listed in it, they form the Agreement between NeuroDrive, Inc. ("Provider") and the organization named in the Order Form ("Organization").

1. DEFINITIONS

"Agreement" means the Order Form together with the documents incorporated by it.

"Athlete Data" means personal information relating to a Participating Athlete that Provider collects or generates through the Services, including assessment inputs, raw sensor data, computed scores, performance profiles, training history, and account information.

"Authorized User" means an individual the Organization authorizes to access the Platform through an Organization account, including coaches, assistant coaches, and administrators.

"Consent Package" means Provider's parent and guardian consent and assent forms as delivered with the Order Form.

"Participating Athlete" has the meaning given in the Order Form.

"Platform" means Provider's NeuroDrive assessment and training software, including the Athlete, Coach, and Organization interfaces and any applications through which they are accessed.

"Services" means the Platform together with the assessment, training, onboarding, and support services described in the Order Form.

"Term" means the Initial Term and any Renewal Term.

2. THE PLATFORM

2.1  Access. Provider grants the Organization a non-exclusive, non-transferable, revocable right to access and use the Platform during the Term, through the number of accounts stated in the Order Form, solely for athlete development within the Organization.

2.2  Authorized Users. Each Authorized User must accept Provider's Authorized User Terms before first accessing the Platform. The Organization is responsible for its Authorized Users' compliance with the Agreement and is liable for their acts and omissions in connection with the Platform as if they were the Organization's own.

2.3  Account security. The Organization will keep account credentials confidential, will not permit credential sharing between Authorized Users, and will notify Provider without undue delay on becoming aware of any unauthorized access.

2.4  Changes to the Platform. Provider may modify the Platform from time to time. Provider will not materially reduce the core functionality described in the Order Form during a Term without the Organization's consent, other than where a change is required by law or is necessary to address a security risk.

2.5  Availability. Provider will use commercially reasonable efforts to make the Platform available, excluding scheduled maintenance, emergency maintenance, and matters outside Provider's reasonable control. Provider does not commit to a service level unless one is stated in the Order Form.

3. RESTRICTIONS

The Organization will not, and will not permit any Authorized User or third party to:

(a)  copy, modify, translate, or create derivative works of the Platform;

(b)  reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, algorithms, scoring methodology, or assessment protocols, except to the extent this restriction is prohibited by law;

(c)  access the Platform to build a competing product or service, or to benchmark it for the benefit of a competitor;

(d)  resell, sublicense, rent, or otherwise make the Platform available to any third party, or use it for the benefit of any organization other than the Organization;

(e)  use automated means to access, scrape, or extract data from the Platform;

(f)  circumvent or attempt to circumvent any access control, usage limit, or security measure;

(g)  attempt to re-identify any de-identified or aggregated data; or

(h)  use the Services in breach of the Acceptable Use Policy.

4. ORGANIZATION RESPONSIBILITIES

4.1  Consents. The Organization will comply with the conditions precedent in the Order Form. The Organization represents that each Consent Package it delivers to Provider has been signed by a person with legal authority to give consent for the athlete concerned, and that the Organization has not altered the form or represented its contents inaccurately to any family.

4.2  Roster accuracy. The Organization will maintain accurate roster, team assignment, and Authorized User records within the Platform, and will notify Provider within thirty (30) business days when an Authorized User ceases to hold their role or when a Participating Athlete leaves the Organization.

4.3  Use of results. The Organization will use assessment results, NeuroScores, and performance profiles only for athlete development purposes within the Organization. The Organization will not disclose them to any third party, other than to the athlete concerned and that athlete's parent or guardian, without Provider's written consent and the consent of the parent or guardian.

4.4  No medical or clinical use. The Organization will not use, and will instruct its Authorized Users not to use, the Services or any output of the Services for any medical, diagnostic, screening, clinical, or return-to-play purpose. Section 8 applies.

4.5  Compliance. The Organization will comply with applicable law in its use of the Services, including privacy law and any safeguarding requirements applicable to its programs.

5. INTELLECTUAL PROPERTY

5.1  Provider property. Provider owns and retains all right, title, and interest in the Platform, the Services, Provider's assessment protocols and scoring methodology, all models and algorithms, all documentation, and all improvements to any of them. Nothing in the Agreement transfers any of that to the Organization.

5.2  Organization content. The Organization retains ownership of the roster information, team logos, and images it uploads. The Organization grants Provider a licence to host, process, and display that content as necessary to provide the Services.

5.3  Feedback. If the Organization or an Authorized User provides suggestions or feedback about the Services, Provider may use it without restriction and without obligation. Feedback does not include Athlete Data or Organization content.

5.4  Athlete Data. Ownership, portability, retention, and deletion of Athlete Data are governed by the Order Form and the Data Protection Schedule.

6. CONFIDENTIALITY

6.1  Obligation. Each party will protect the other's confidential information with at least the care it applies to its own, will use it only for the Agreement, and will disclose it only to personnel and advisors who need it and are bound by comparable obligations.

6.2  Exclusions. Confidential information does not include information that is public through no fault of the recipient, was known to the recipient without obligation before disclosure, is received from a third party without restriction, or is independently developed.

6.3  Compelled disclosure. A party may disclose confidential information where required by law or by a regulator, and will where lawful give the other party prompt notice and reasonable assistance to seek protective treatment.

6.4  Athlete Data. Athlete Data is confidential information of both parties and is additionally governed by the Data Protection Schedule. Where this Section and the Data Protection Schedule conflict, the Data Protection Schedule prevails.

6.5  Survival. This Section survives for [three (3)] years after the Term ends, and indefinitely in respect of Athlete Data.

7. WARRANTIES

7.1  Mutual. Each party warrants that it has the authority to enter into the Agreement and that the person signing the Order Form on its behalf is authorized to do so.

7.2  Provider. Provider warrants that it will perform the Services with reasonable skill and care and in a professional manner, in accordance with the Order Form.

7.3  Organization. The Organization warrants that it holds all consents and releases required for the roster information, coach notes, logos, and images it uploads, and that it will not upload an athlete image without a signed release from that athlete's parent or guardian.

7.4  Remedy. If Provider breaches Section 7.2, Provider will re-perform the affected Services at no additional charge. If Provider cannot do so within a reasonable period, the Organization may terminate the affected portion of the Services and receive a refund of any prepaid fee for the undelivered portion. This is the Organization's exclusive remedy for breach of Section 7.2.

8. NO MEDICAL, DIAGNOSTIC OR CLINICAL USE

The Services are athlete development tools. They are not a medical device, are not intended for any medical purpose, and must not be used for one.

8.1  The Services measure aspects of visual, cognitive, and motor performance for the purpose of athlete development. They are not designed, validated, cleared, approved, or licensed by any regulatory authority as a medical device or as a diagnostic, screening, or monitoring tool.

8.2  The Organization will not use, and will instruct its Authorized Users not to use, the Services or any output of the Services:

(a)  to detect, diagnose, screen for, monitor, or assess concussion, head injury, or any other injury, illness, or condition;

(b)  to make or inform any return-to-play, return-to-training, or medical clearance decision;

(c)  to establish a baseline for any medical or clinical comparison;

(d)  to predict or assess injury risk; or

(e)  as a substitute for assessment, diagnosis, or advice from a qualified health professional.

8.3  Provider makes no representation that assessment results, NeuroScores, or performance profiles predict athletic performance, athletic potential, competitive outcomes, injury risk, or any other future result.

8.4  If an athlete has or is suspected to have sustained a head injury or any other injury, the Organization will follow its own medical and safety protocols and applicable sport governing body requirements. Nothing in the Services alters or satisfies those obligations.

8.5  Automated features described in the Order Form generate developmental guidance only. That guidance is not reviewed by a clinician and is not medical, psychological, or educational advice.

9. DISCLAIMER

9.1  Except as expressly stated in Section 7, the Services are provided on an as-is and as-available basis. To the maximum extent permitted by law, Provider disclaims all other warranties, conditions, representations, and terms, whether express, implied, statutory, or otherwise, including any implied warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, accuracy, or quiet enjoyment.

9.2  Provider does not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that any result will be achieved through their use.

9.3  Where applicable law does not permit the exclusion of a warranty or condition, that warranty or condition applies and Provider's liability in respect of it is limited to the maximum extent the law permits.

10. INDEMNITIES

10.1  By Provider. Provider will defend the Organization against any third-party claim that the Platform, as provided by Provider and used in accordance with the Agreement, infringes a Canadian or United States patent, copyright, or trade mark, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or is likely, Provider may procure the right to continue use, modify the Platform to make it non-infringing, or terminate the affected Services and refund prepaid fees for the undelivered portion.

10.2  By the Organization. The Organization will defend Provider against any third-party claim arising from:

(a)  the Organization's breach of Section 4.1, including any claim that a consent delivered to Provider was invalid, unauthorized, or obtained by misrepresentation;

(b)  content the Organization or an Authorized User uploads, including images for which a release was not obtained;

(c)  the Organization's or an Authorized User's use of assessment results, NeuroScores, or performance profiles for any purpose prohibited by Section 4.4, Section 8, or the Acceptable Use Policy; or

(d)  any decision the Organization makes about an athlete's selection, roster position, playing time, or development, whether or not informed by the Services,

and will pay damages and costs finally awarded or agreed in settlement.

10.3  Conditions. The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defence, and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense. No settlement that imposes a non-monetary obligation on the indemnified party may be made without its consent.

11. LIMITATION OF LIABILITY

Limitation of liability is stated in the Order Form and is not repeated here. Nothing in these Terms and Conditions increases, reduces, or otherwise varies the limitations and exclusions in the Order Form.

12. SUSPENSION AND TERMINATION

12.1  Suspension for cause. Provider may suspend access for any Authorized User or, where necessary, for the Organization, on notice, where Provider reasonably believes there is a security risk, a breach of the Acceptable Use Policy, a risk to an athlete's safety or privacy, or use prohibited by Section 8. Provider will limit any suspension in scope and duration to what is reasonably necessary and will work with the Organization to restore access.

12.2  Suspension for non-payment. Governed by the Order Form, including the parent and guardian access carve-out.

12.3  Termination for breach. Either party may terminate the Agreement on written notice if the other materially breaches it and does not cure the breach within thirty (30) days of notice describing it. A breach of Section 4.1 or Section 8 that creates a risk to athletes is not capable of cure and permits immediate termination.

12.4  Termination for insolvency. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed.

12.5  Effect. On expiry or termination, the Organization's and its Authorized Users' rights to access the Platform end. Fees already accrued remain payable. Return and deletion of records, treatment of Athlete Data, and treatment of prepaid enhancements are governed by the Order Form.

12.6  Refund on Provider termination. Where the Organization terminates under Section 12.3 or 12.4, Provider will refund prepaid fees for the undelivered portion of the Term on a pro-rata basis.

12.7  Survival. Sections 1, 3(g), 5, 6, 7.3, 8, 9, 10, 11, 12.5, 12.7, and 13 survive, together with any provision that by its nature is intended to survive.

13. GENERAL

13.1  Governing law. Stated in the Order Form.

13.2  Assignment. Neither party may assign the Agreement without the other's written consent, not to be unreasonably withheld, except that either party may assign to a successor of all or substantially all of its business or, in the case of the Organization, to a successor organization arising from an amalgamation, merger, or reorganization of the Organization's programs, in each case on written notice. An assignment by the Organization does not increase the athlete allocation or any other quantity stated in the Order Form.

13.3  Subcontractors. Provider may use subcontractors to perform the Services and remains responsible for their performance. Sub-processors handling Athlete Data are governed by the Data Protection Schedule.

13.4  Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, fire, flood, extreme weather, epidemic, public health order, labour disruption, failure of telecommunications or hosting infrastructure, or act of government. The affected party will notify the other and use reasonable efforts to resume performance. Payment obligations are not excused.

13.5  Notices. Notices must be in writing and sent to the addresses in the Order Form, by email with confirmation of delivery or by courier. Notices to Provider must also be copied to legal@neurodrive.com. Notices are effective on receipt.

13.6  Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship, and neither party may bind the other. Any description of the arrangement as a partnership, in the Order Form, in marketing materials, or elsewhere, is descriptive only and does not create a legal partnership.

13.7  Third parties. No person other than the parties has any right to enforce the Agreement. For clarity, the rights of athletes, parents, and guardians arise under the Consent Package and applicable privacy law, not under the Agreement, and nothing in the Agreement limits them.

13.8  Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, quotations, presentations, and representations, whether oral or written. Neither party relies on any statement not set out in the Agreement. This Section does not exclude liability for fraudulent misrepresentation.

13.9  Amendment. The Agreement may be amended only in writing signed by both parties, except that Provider may publish new versions of this document and the other incorporated documents in accordance with the version freeze provisions of the Order Form.

13.10  Waiver and severability. A failure to enforce any provision is not a waiver of it. If any provision is held unenforceable, it is severed or read down to the minimum extent necessary and the remainder continues in force.

13.11  Trade controls. Provider is a United States corporation and the Services may be subject to United States and Canadian trade and sanctions laws. Each party will comply with those laws in connection with the Agreement.

13.12  Interpretation. Headings are for convenience only. "Including" means including without limitation. References to a statute include its regulations and any successor. Currency is Canadian dollars unless the Order Form says otherwise.

13.13  Counterparts and electronic signature. The Order Form may be executed in counterparts and by electronic signature, each of which is an original.

13.14  Language. The parties have required that the Agreement and all related documents be drawn up in English. Les parties ont exige que la presente convention et tous les documents connexes soient rediges en anglais.