Software License Agreement
End-User License Agreement (EULA) — Last updated: April 12, 2026
Important: This is a legally binding agreement. By installing, copying, or otherwise using the NeuroInfiniti software, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree, do not install or use the software.
1. Parties
This End-User License Agreement (“Agreement”) is entered into between Infiniti Partners, LLC, a Florida limited liability company (“Licensor,” “Company,” “we,” “us,” or “our”), and the individual or entity installing or using the NeuroInfiniti software system (“Licensee,” “you,” or “your”).
2. Grant of License
Subject to your acceptance of and compliance with this Agreement, the Licensor grants you a limited, non-exclusive, non-transferable, revocable license to install and use the NeuroInfiniti software system, including all associated applications, modules, updates, and documentation (collectively, the “Software”), solely for your internal clinical practice operations and in accordance with the terms of your service agreement with the Company.
This license does not grant you any right, title, or interest in the Software beyond the limited use rights expressly set forth herein. All rights not expressly granted are reserved by the Licensor.
3. Restrictions
You shall not:
- Copy, modify, adapt, translate, or create derivative works of the Software
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software
- Sublicense, lease, rent, loan, distribute, or otherwise transfer the Software or any rights therein to any third party
- Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
- Use the Software for any purpose other than its intended clinical decision support function
- Use the Software in any manner that violates applicable federal, state, or local laws or regulations
4. Intellectual Property
The Software, including all code, algorithms, data models, report formats, the Four Axis Framework, Neural Profile classifications, and all associated intellectual property, is and shall remain the sole and exclusive property of Infiniti Partners, LLC. This Agreement does not convey any ownership interest in the Software. All trademarks, service marks, trade names, and logos associated with the Software are the property of the Licensor.
5. No Medical Device — No Diagnosis or Treatment
The Software is a clinical decision support tool. It is not a medical device, and it does not diagnose, treat, cure, or prevent any disease, disorder, or medical condition.
The Software collects, processes, and presents neurophysiological data for the purpose of assisting licensed healthcare practitioners in their clinical assessment. All reports, interpretations, Neural Profile classifications, and recommendations generated by the Software are informational in nature and are intended to supplement — never replace — professional clinical judgment.
The Licensee, as a licensed healthcare practitioner, assumes full and sole responsibility for:
- Interpreting all data, reports, and outputs generated by the Software
- Making all clinical decisions, diagnoses, and treatment recommendations
- Communicating findings and their clinical significance to patients
- Determining the appropriateness of any care plan or intervention informed by the Software’s output
- Complying with all applicable laws, regulations, and professional standards of care in their jurisdiction
The Company makes no representations or warranties that the Software’s output is suitable for any specific clinical decision. The Licensee shall not represent to patients or any third party that the Software provides a medical diagnosis or treatment recommendation.
6. Use of Artificial Intelligence — AI Disclaimer
The Software utilizes artificial intelligence (“AI”) technologies in its reporting, data interpretation, and Neural Profile classification processes.
The Licensee acknowledges and agrees that:
- AI systems are known to make mistakes. AI-generated content may contain errors, omissions, inaccuracies, or misinterpretations of data
- AI-generated reports, narratives, classifications, and recommendations are probabilistic outputs and should never be treated as definitive clinical conclusions
- The accuracy, completeness, and reliability of AI-generated content is not guaranteed by the Company under any circumstances
- The Licensee, as the licensed healthcare practitioner, is ultimately and solely responsible for reviewing, validating, interpreting, and communicating all AI-generated outputs before relying upon them in any clinical context
- The Company shall not be liable for any clinical decision, patient outcome, or harm arising from reliance on AI-generated content without independent clinical verification by the Licensee
The Licensee agrees to exercise independent professional judgment at all times and to treat all AI-generated outputs as supplemental information requiring clinical validation.
7. Data Collection and Privacy
The Software may collect, transmit, and store data as described in the Company’s Privacy Policy and any applicable data processing agreements. Where the Licensee contributes de-identified data to the Atlas Project or any other research initiative, such contribution shall be governed by separate data contribution terms.
The Licensee is solely responsible for ensuring that their use of the Software complies with all applicable privacy laws and regulations, including but not limited to HIPAA, and for obtaining any necessary patient consents.
8. Disclaimer of Warranties
The Software is provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise. The Licensor expressly disclaims all implied warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. The Licensor does not warrant that the Software will be uninterrupted, error-free, accurate, reliable, or free of harmful components. No oral or written information or advice given by the Licensor shall create a warranty not expressly stated in this Agreement.
9. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Infiniti Partners, LLC, its officers, directors, employees, agents, affiliates, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, revenue, data, goodwill, patient outcomes, clinical decisions, or other intangible losses, arising out of or in connection with this Agreement or the use or inability to use the Software, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if the Licensor has been advised of the possibility of such damages.
In no event shall the Licensor’s total cumulative liability under this Agreement exceed the total fees actually paid by the Licensee to the Licensor during the twelve (12) month period immediately preceding the event giving rise to the claim, or one thousand dollars ($1,000.00), whichever is greater.
10. Indemnification
The Licensee agrees to indemnify, defend, and hold harmless Infiniti Partners, LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
- The Licensee’s use of the Software or any data or reports generated thereby
- Any clinical decision, diagnosis, treatment, or patient communication made by the Licensee based in whole or in part on the Software’s output
- Any claim by a patient or third party arising from the Licensee’s interpretation, use, or communication of data produced by the Software
- The Licensee’s breach of this Agreement or violation of any applicable law
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws provisions.
12. Dispute Resolution — Mandatory Mediation
Any dispute, controversy, or claim arising out of or relating to this Agreement, the Software, or the breach, termination, enforcement, interpretation, or validity thereof (each, a “Dispute”) shall be resolved as follows:
(a) Mandatory Mediation. The parties agree to first attempt to resolve any Dispute through good-faith mediation conducted in the State of Florida. The mediation shall be administered by a mutually agreed-upon mediator, or, if the parties cannot agree, by a mediator selected through the American Arbitration Association (“AAA”) or the Florida Circuit Court Mediation Program. The mediation shall take place in the State of Florida at a mutually convenient location. Each party shall bear its own costs of mediation, and the parties shall share the mediator’s fees equally.
(b) Condition Precedent. No party may initiate litigation or arbitration until the mediation process has been completed or until sixty (60) days have elapsed from the date of the initial written mediation request, whichever occurs first. The mediation requirement is a condition precedent to any legal proceeding.
(c) Litigation. If the Dispute is not resolved through mediation, either party may pursue the Dispute in the state or federal courts located in the State of Florida. The Licensee hereby irrevocably consents to the exclusive personal jurisdiction and venue of the courts of the State of Florida for any such proceeding.
(d) Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending completion of the mediation process.
13. Term and Termination
This Agreement is effective upon your installation or use of the Software and shall remain in effect until terminated. The Licensor may terminate this Agreement immediately upon written notice if you breach any provision of this Agreement. Upon termination, you shall immediately cease all use of the Software and destroy all copies in your possession.
Sections 4 (Intellectual Property), 5 (No Medical Device), 6 (AI Disclaimer), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11 (Governing Law), and 12 (Dispute Resolution) shall survive termination of this Agreement.
14. Updates and Modifications
The Licensor may update, modify, or discontinue the Software or any feature thereof at any time without prior notice. The Licensor reserves the right to modify this Agreement at any time. Material changes will be communicated to the Licensee. Continued use of the Software after any modification constitutes acceptance of the revised Agreement.
15. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
16. Entire Agreement
This Agreement, together with any applicable service agreement, data processing agreement, and the Company’s Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings.
17. Waiver
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
18. Contact
For questions regarding this Agreement, please contact:
Infiniti Partners, LLC
Email: legal@neuroinfiniti.com
By installing or using the NeuroInfiniti software system, you acknowledge that you have read this Agreement in its entirety, that you understand its terms and conditions, and that you agree to be bound by them. You further acknowledge that this Agreement constitutes a complete and exclusive statement of the agreement between the parties.