1. Some Definitions for this Agreement
"Additional Terms" means the features, registration process, License Fee, license tiers, license seats, and other terms and conditions applicable to each Software license, as set forth on the EMOTIV website and/or mobile device application.
"Applicable Data Protection Laws" means all privacy, data protection, and cybersecurity laws and regulations applicable to EMOTIV's processing of Personal Data under this EULA, including, solely to the extent applicable: (a) CCPA/CPRA; (b) applicable US state privacy statutes; (c) EU GDPR; (d) UK GDPR; (e) the EU Artificial Intelligence Act; and (f) state consumer health data privacy laws, including the Washington My Health My Data Act and the Nevada Consumer Health Data Privacy Act.
"Data Processing Addendum" or "DPA" means the applicable Data Processing Addendum executed between You (or Your Organization) and EMOTIV, or incorporated by reference into this EULA, governing the processing of Personal Data
"EMOTIV" means EMOTIV, Inc., a Delaware corporation, with its principal place of business at 490 Post Street, Suite 824, San Francisco, CA 94102, USA.
"Emotiv Performance Metrics & Telemetry" means the machine learning and artificial intelligence algorithms, signal processing pipelines, and derived metrics generated by EMOTIV Hardware and Software, including:
(a)Cognitive Metrics & States: Estimates of Attention, Focus, Readiness, Brain Age, Cognitive Load, and Cognitive Stress;
(b) Emotional States & Inferences: Inferred metrics including Interest, Engagement, Boredom, Stress, Excitement, Fatigue, Preference, and Relaxation;
(c) Biometric & Facial Artifacts: Detection of facial expressions (Wink, Blink, Frown, Surprise, Smile, Clench, Smirk) and gross eye movements (glance left, right, up, down);
(d)Brain-Computer Interface (BCI) Commands: User-trained mental commands detecting deliberately-induced intent to control applications or hardware; and
(e)Future & Retrospective Capabilities: Next-generation ML/AI algorithms developed from raw EEG data, biosignals, motion data, or contextual telemetry, which may be applied prospectively or retrospectively to existing recorded datasets.
"Emotiv-IQ" means the optional suite of AI-powered software features, personalized cognitive analytics, neural state inferences, biometric metrics, and brain-computer interface (BCI) capabilities provided by EMOTIV and powered by EMOTIV's Large Brain Model (LBM), as updated or made available through the Software or Application from time to time. Access to Emotiv-IQ is contingent upon user opt-in and authorization for EMOTIV to process pseudonymized End User Data and Neural Data to deliver such features and train the underlying LBM.
"End User Data" means the EEG data, neural data, biosignals, and associated metrics You generate by using the Software with the linked EMOTIV headset in accordance with the terms of this EULA and Applicable Data Protection Laws. You acknowledge that End User Data may constitute Sensitive Personal Information or Neural Data under Applicable Data Protection Laws.
"EULA" means this EMOTIV End User License Agreement.
"License Fee" means the subscription fee that You are required to pay to EMOTIV to gain access to the Software. The amount of the License Fee will depend on the type of licensing arrangement with EMOTIV that You select.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
"Organizational License" means a license to the Software whereby End User Data and any personal information You add to Your EmotivID account may be shared within the organization obtaining the license in accordance with the organization's selected data sharing protocols and subject to an executed Data Processing Addendum.
"Software" means the EMOTIV software that is licensed by You and made available by EMOTIV through a mobile device application, online through the EMOTIV website and/or for download to Your desktop computer.
"Taxes" means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever, but excluding taxes assessable against EMOTIV based on its income, property and employees.
"Third Party License Agreement" means the distribution agreement between EMOTIV and a Third Party Software Provider which licenses the Software to the Third Party Software Provider for the purpose of developing, using, commercializing and distributing Third Party Software.
"Third Party Software" means software developed by a third party using EMOTIV's application programming interface (API), which relies on End User Data to function, including but not limited to enterprise and consumer software applications.
"Third Party Software Provider" means the owner, licensor or provider of Third Party Software who has an active Third Party License Agreement. []{.mark}
"You" or "Your" means the individual accepting this EULA or the company or other legal entity for which such individual is accepting this EULA in accordance with the requirements of Section 3.4, below.
2. Software License Options
2.1 EMOTIV offers multiple Software license options. Please refer to the EMOTIV website and/or mobile device application for information concerning the Additional Terms applicable to each Software license.
2.2 In the event of a conflict between the terms of this EULA and the Additional Terms applicable to the specific Software You are licensing, the Additional Terms will control over the conflicting terms of this EULA.
3. Accepting this EULA
3.1 In order to gain access to the Software, You must first accept this EULA and pay the License Fee applicable to Your Software license. You do not have to accept this EULA in order to use an EMOTIV headset, but You may not access the Software until You have accepted this EULA and paid the applicable License Fee for Your Software license.
3.2 By clicking to accept, You agree to the terms of this EULA, which creates a legally binding contract between You and EMOTIV.
3.3 You may not accept the EULA and You may not access or use the Software if You are a person barred from receiving the Software under the laws of the United States or other applicable countries, including the country in which You are resident or in which You access or use the Software.
3.4 If You are agreeing to be bound by this EULA on behalf of a company or other legal entity, for example Your employer, You represent and warrant that You have full legal authority to bind that company or other legal entity to this EULA. If You do not have that authority, You may not accept this EULA or access or use the Software on behalf of that company or other legal entity.
3.5 The Software is not intended for children under the age of 18. By accepting this EULA, You represent and warrant to EMOTIV that You are at least 18 years of age and that You are not subject to special minor/teen data protection restrictions under Applicable Data Protection Laws.
3.6 If You are obtaining an Organizational License to the Software, You must accept a separate Addendum to End User License Agreement and execute an applicable Data Processing Addendum (DPA) that describes the terms and conditions applicable to the Organizational License. The terms and conditions of that Addendum to End User License Agreement and DPA are incorporated into this EULA by reference.
4. Your Software License from EMOTIV
4.1 Subject to the terms and conditions of this EULA and the Additional Terms, EMOTIV grants You a limited, worldwide, nonexclusive, non-transferrable or assignable license to access the Software solely to generate and view End User Data. You may not use the Software for any other purpose.
4.2 Your Software license must be linked to an EMOTIV headset in order to function properly.
4.3 The terms of this EULA include any Additional Terms applicable to Your Software license set forth on the EMOTIV website and/or mobile device application.
4.4 EMOTIV or third parties own all legal right, title, and interest in and to the Software, including any rights under patent law, copyright law, trade secret law, trademark law, and any other proprietary rights that subsist in the Software. EMOTIV and such third parties reserve all rights not expressly granted to You under this EULA.
4.5 Except as otherwise expressly permitted by the Additional Terms, You will not have the right to: (a) make the Software available to, or use the Software for the benefit of, anyone other than You; (b) sell, resell, license, sublicense, distribute, rent or lease the Software; (c) use the Software for commercial purposes; (d) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or publicity rights; (e) use the Software to store or transmit Malicious Code; (f) interfere with or disrupt the integrity or performance of the Software or third-party data contained therein; (g) attempt to gain unauthorized access to Software or its related systems or networks; (h) permit direct or indirect access to or use of Software in a way that circumvents a contractual restriction; (i) copy the Software or any part, feature, function or user interface thereof; (j) frame or mirror any part of Software, other than framing on Your own intranets or otherwise for Your own internal purposes; (k) access the Software in order to build a competitive product or service or to monitor the Software's availability, performance or functionality, or for any other benchmarking or competitive purposes; or (l) reverse engineer the Software; or (m) use, deploy, or integrate the Software or Hardware for any prohibited practice under Article 5 of the EU AI Act, including without limitation deploying emotion recognition or mental state inference systems on natural persons in workplace, employment, or educational institution settings, or for unauthorized biometric categorization, cognitive manipulation, or social scoring, except as permitted under Section 9 of the EMOTIV Terms of Use.
4.6 The use, reproduction, and distribution of any components of the Software which are covered by an open source software license between EMOTIV and the open source software licensor are governed by the terms of that open source software license in addition to the terms of this EULA. In the event of a conflict between the terms of this EULA and the terms of such open source software license, the terms of the open source software license will control over the conflicting terms of this EULA.
4.7 Nothing in this EULA gives You the right to use any of EMOTIV's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
4.8 You may not remove, obscure, or alter any proprietary rights notices, including copyright and trademark notices, which may be contained within the Software.
4.9 THE SOFTWARE IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS.
YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND
REGULATIONS THAT APPLY TO THE SOFTWARE. THESE LAWS INCLUDE RESTRICTIONS ON
DESTINATIONS, END USERS, AND END USE.
4.10 EMOTIV's products, services and software, including the Software, are protected by several patents, including those described at https://www.emotiv.com/patents/.
5. EMOTIV's Responsibilities
5.1 EMOTIV obtains no ownership interest from You under this EULA in or to End User Data, subject to the licenses granted herein and Applicable Data Protection Laws.
5.2 End User Data will be collected by EMOTIV and stored in the EMOTIV cloud. EMOTIV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security including industry-standard encryption in transit and at rest, confidentiality and integrity of End User Data as detailed in EMOTIV's Privacy Policy and DPA. These safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of End User Data except: (a) to provide access to the Software and prevent or address service or technical problems; (b) as compelled by law; or (c) as otherwise permitted by this EULA, EMOTIV's Privacy Policy or Terms of Use or expressly permitted by You in writing.
5.3 By requesting and enabling Emotiv-IQ, You explicitly authorize EMOTIV to process Your pseudonymized End User Data, Neural Data, Emotiv Performance Metrics and telemetry as necessary to deliver Emotiv-IQ features, and to aggregate and pool such data into EMOTIV’s Large Brain Model (LBM). This aggregated data pooling is required to train, evaluate, refine, and commercialize the LBM and derivative neuro-AI algorithms powering current and future Emotiv-IQ capabilities (including prospective and retrospective analysis on stored recordings). You acknowledge and agree that EMOTIV may develop new ML/AI algorithms from pooled datasets (including BCI intent, biometric artifacts, and cognitive telemetry) and apply such newly developed algorithms retrospectively to Your historical recorded data stored in the EMOTIV Cloud. The purposes for which EMOTIV processes Your Neural Data under this Section are: estimating cognitive states, load and performance; inferring emotional and affective states; decoding brain-computer interface intent and mental commands; detecting biometric, motion and signal artifacts; calibrating population and cohort baselines; validating and improving the accuracy, safety and robustness of the LBM and derivative models; and developing new features and metrics of these kinds. EMOTIV will provide notice before processing Your Neural Data for a purpose outside these categories. You may withdraw Your consent at any time in Account Settings, and disabling Emotiv-IQ halts future ingestion of Your Neural Data into LBM training. It does not remove contributions already incorporated into a trained model, because individual contributions cannot be isolated from model weights once training is complete.
If You are located in the European Economic Area or the United Kingdom, enabling Emotiv-IQ constitutes Your explicit consent under Article 9(2)(a) of the GDPR to EMOTIV's processing of Your Neural Data for the purposes described in this Section, as further described in EMOTIV's Privacy Policy.
5.4 EMOTIV will use commercially reasonable efforts to make the Software available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime; and (b) any unavailability caused by circumstances beyond EMOTIV's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.
5.5 EMOTIV will use End User Data: (a) to provide You with certain services and features; (b) to improve the services and features provided to You; (c) to improve the services and features provided to the end user community; (d) for scientific purposes; and (e) pursuant to the terms of EMOTIV's Privacy Policy or Terms of Use; provided, however, that all such processing activities shall be conducted in strict compliance with Applicable Data Protection Laws, including honoring Your statutory rights to access, correct, delete, or limit the use of Sensitive Personal Information or Neural Data, and subject to your right to revoke consent or deploy Universal Opt-Out Mechanisms (UOOMs) / Global Privacy Control (GPC) signals.
6. Your Responsibilities
6.1 You will: (a) be responsible for complying with this EULA; (b) be responsible for the accuracy, quality and legality of personal information, including End User Data; (c) be responsible for Your disclosure of personal information, including End User Data, to third parties; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Software and personal information, including End User Data, and notify EMOTIV promptly of any such unauthorized access or use; (e) not share Your login credentials with any third party and (f) comply with all applicable Applicable Data Protection Laws when collecting, transmitting, or processing End User Data.
6.2 EMOTIV will share Your data with a Third Party Software Provider only in accordance with Section 7 of the EMOTIV Terms of Use, which requires Your explicit, provider-specific consent. EMOTIV has the right to cease sharing with any Third Party Software Provider that fails to comply with its Third Party License Agreement, which may prevent that Third Party Software from functioning properly.
6.3 Your access to Third Party Software may be subject to additional terms and conditions required by the applicable Third Party Software Provider. EMOTIV recommends that You review and ensure You agree with any such terms and conditions before accessing the Third Party Software.
6.4 The Software may allow You to provide EMOTIV with EEG data, Neural Data and other personal and non-personal information of third parties, such as that of Your employees, friends and research or study participants. You represent and warrant to EMOTIV that You have obtained the explicit, informed and verifiable written consent of such third parties to: (a) provide this third party information to EMOTIV; and (b) allow EMOTIV to use and disclose this third party information to You or others in the same manner as Your information under this EULA and EMOTIV's Privacy Policy. Where Applicable Data Protection Laws impose a consent, notice, minimization or other condition on the collection, processing, transfer or sale of Neural Data or Sensitive Personal Information, You represent and warrant that You have satisfied that condition, in the form and at the time that law requires, for every natural person whose data You collect or transmit. You further represent and warrant to EMOTIV that You provide appropriate safeguards and enforceable rights and effective legal remedies for such third parties who have provided You or EMOTIV with personal information.
7. Software Support, Modifications, and Discontinuance
7.1 EMOTIV, in its sole discretion, may elect to provide You with support or modifications for the Software. EMOTIV may terminate support on thirty (30) days' notice, or immediately where necessary to address a security, legal or regulatory issue.
7.2 EMOTIV may change or update the Software at any time. Where a change would materially and adversely affect Your use of the Software, or where EMOTIV discontinues the Software or any material feature of it, EMOTIV will give You at least thirty (30) days' prior notice, except where a shorter period is necessary to address a security, legal or regulatory issue. Future versions of the Software may be incompatible with existing EMOTIV headsets or with End User Data previously generated. EMOTIV may suspend or restrict Your access in accordance with Section 10.7.
7.3 You agree that Your payment of the License Fee is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by EMOTIV regarding future functionality or features.
7.4 Notwithstanding anything to the contrary contained in this EULA, if the Software is provided to You free of charge (zero License Fee), EMOTIV may terminate Your access to the Software for convenience on fourteen (14) days' notice.
8. Other Information that May Be Collected by EMOTIV
8.1 In order to innovate and improve the Software, EMOTIV may collect certain usage statistics and telemetry from the Software, including but not limited to a unique identifier, associated IP address, version number of the Software, and information on how the Software is being used. All automated data collection, session logging, and telemetry shall comply with EMOTIV's Privacy Policy, Cookie Policy, and applicable wiretapping and privacy preference signal requirements (including Global Privacy Control). Please see EMOTIV's Privacy Policy for further details.
8.2 EMOTIV may examine the information collected in the aggregate to improve the Software and will maintain the information in accordance with EMOTIV's Privacy Policy.
8.3 You grant to EMOTIV a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the Software.
9. License Fee and Payment for Software
9.1 Most Software is licensed to You as a subscription. The License Fee is based on access to the Software and not actual usage, and payment obligations are non-cancelable and License Fees paid are non-refundable. In the event You make any in-app purchases or purchase any optional services or features, You may incur fees which are separate from, and in addition to, the License Fee.
9.2 You will provide EMOTIV with valid and updated credit card information and authorize EMOTIV to charge such credit card for Software for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2, below. Such charges shall be made in advance in accordance with the type of licensing arrangement with EMOTIV that You select. You are responsible for providing complete and accurate billing and contact information to EMOTIV and notifying EMOTIV of any changes to such information.
9.3 If any License Fee is not received by the due date, then without limiting EMOTIV's rights or remedies, that License Fee will accrue a carrying charge at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
9.4 If any amount owed to EMOTIV is not received by the due date, EMOTIV may, without limiting its other rights and remedies, accelerate Your unpaid License Fee obligations for the entire remaining term of Your subscription so that all such obligations become immediately due and payable, and/or suspend Your access to the Software in accordance with Section 10.7.
9.5 The License Fee does not include any Taxes. You are responsible for paying all Taxes associated with Your license of the Software. If EMOTIV has the legal obligation to pay or collect Taxes for which You are responsible under this Section 9.5, You authorize EMOTIV to charge Your credit card for that amount.
10. Term and Termination
10.1 This EULA commences on the date You first accept it and continues until Your subscription has expired or has been terminated.
10.2 The term of each subscription shall depend on the type of licensing arrangement with EMOTIV that You select. Except as otherwise specified in the Additional Terms, Your subscription will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The pricing during any automatic renewal term will be the same as that during the immediately prior term unless and until EMOTIV has given You written notice of a pricing increase.
10.3 Either party may terminate this EULA for cause: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. EMOTIV may not terminate a paid subscription for convenience before the end of its then-current term; Section 12 of the Terms of Use does not confer such a right, and non-renewal is governed by Section 10.2. This Section 10.3 does not limit EMOTIV's rights to suspend under Section 10.7, to terminate following an unresolved suspension under Section 10.7, or to terminate or suspend immediately where necessary to address a security, legal or regulatory issue or where required by law.
10.4 All prepaid License Fees are nonrefundable, except that if EMOTIV terminates this EULA other than under Section 10.3, or discontinues the Software under Section 7.2, EMOTIV will refund the pro-rata portion of prepaid License Fees for the unused remainder of the then-current subscription term. If this EULA is terminated by EMOTIV in accordance with Section 10.3 above, You will pay any unpaid License Fee covering the remainder of the subscription term. In no event will termination of this EULA relieve You of Your obligation to pay any License Fees payable to EMOTIV for the period prior to the effective date of termination.
10.5 EMOTIV has no obligation to maintain or provide End User Data after the effective date of termination or expiration of this EULA, and may delete or destroy all copies of End User Data in its possession or control, unless legally prohibited or unless a valid statutory request for deletion or data portability has been submitted pursuant to EMOTIV's Privacy Policy and Applicable Data Protection Laws.
10.6 Upon termination or expiration of this EULA, all rights and licenses granted to You by EMOTIV under this EULA will cease, including Your right to access or use the Software. Sections 1, 2.2, 4.4, 4.7, 4.8, 5.1, 6.1, 6.4, 8.3, 9.1, 9.3, 9.4, 9.5, 10.4, 10.5, 10.6, 10.7, 11.1–11.4, 12.1, 13.1 and 13.3–13.9 will continue to bind You and EMOTIV, together with any other provision which by its nature is intended to survive. Termination does not affect any right, obligation or liability that accrued before the effective date of termination.
10.7 Suspension. EMOTIV may suspend or restrict Your access to the Software immediately and without prior notice where EMOTIV reasonably suspects: (a) fraudulent, abusive or unlawful use of the Software; (b) a breach of Section 4.5 or Section 6; (c) unauthorized access to another user's account or End User Data; (d) a risk to the security, integrity or availability of the Software or to other users; (e) non-payment of any amount due under Section 9; or (f) that suspension is required by law or by a regulatory or governmental authority. EMOTIV will notify You of the suspension as soon as reasonably practicable and, where the matter is capable of resolution, will tell You what is required to restore access. Suspension does not delete Your End User Data. Suspension does not limit EMOTIV's rights under Section 10.3, and EMOTIV may terminate this EULA on written notice if the circumstances giving rise to the suspension are not resolved within thirty (30) days.
11. EMOTIV's Disclaimer and Limitation of Liability
11.1 YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. EMOTIV PROVIDES THE SOFTWARE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. EMOTIV IS NOT RESPONSIBLE FOR ANY ASPECT OF THIRD PARTY SOFTWARE AND DOES NOT ENDORSE, RECOMMEND OR ENCOURAGE THE USE OF ANY THIRD PARTY SOFTWARE.
11.2 YOUR USE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND
RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THAT USE, INCLUDING BUT NOT LIMITED TO DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA.
11.3 EMOTIV DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMOTIV'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF THE LICENSE FEES PAID BY YOU TO EMOTIV IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100). NOTHING IN THIS EULA LIMITS OR EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW.
12. Your Obligation to Indemnify EMOTIV
12.1 To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless EMOTIV, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including attorneys' fees) arising out of or accruing from: (a) Your unlawful use of the Software or use in violation of Section 4.5; (b) Your failure to comply with this EULA; (c) Your failure to satisfy any condition imposed by Applicable Data Protection Laws on the collection, processing, transfer or sale of Neural Data or Sensitive Personal Information; or (d) Your deployment of the Software or Hardware in violation of the EU AI Act.
13. General Terms
13.1 For purposes of this EULA and Your use of the Software, You and EMOTIV are acting independently and not as the partner, joint venturer, agent, employee, or employer of the other. You do not have any authority to assume or create any obligation for or on behalf of
EMOTIV, express or implied, and You will not attempt to bind EMOTIV to any contract or other obligation.
13.2 EMOTIV may amend this EULA from time to time on a prospective basis, and Your use of the Software after an amendment constitutes Your consent to be bound by the amendment going forward.
13.3 This EULA and Your relationship with EMOTIV under this EULA will be governed by and construed in accordance with the laws of the State of California, excluding any rules that would apply the law of another jurisdiction, and without prejudice to any mandatory consumer protection rules of Your country of habitual residence. For any dispute not subject to arbitration under Section 13.9, You and EMOTIV agree to the venue of the courts located within the City and County of San Francisco, California; provided that a consumer resident in the European Economic Area or the United Kingdom may bring proceedings in the courts of their place of residence.
13.4 EMOTIV's failure to exercise or enforce a legal right or remedy contained in this EULA or available at law or in equity will not constitute a waiver of that right or remedy.
13.5 If a court of competent jurisdiction holds any provision of this EULA to be unenforceable, the rest of the EULA will be severable and remain in effect.
13.6 You may not assign any rights or obligations under this EULA without EMOTIV's advance written consent, which EMOTIV may withhold in its sole discretion. EMOTIV may assign its rights or obligations under this EULA in its sole discretion.
13.7 This EULA, along with the Additional Terms applicable to the specific Software You are licensing, the Data Processing Addendum (DPA) and EMOTIV's Privacy Policy and Terms of Use, constitute the entire agreement between You and EMOTIV regarding Your use of the Software. In the event of any conflict or inconsistency between the terms of this EULA and the terms of an executed Data Processing Addendum, the terms of the Data Processing Addendum shall control with respect to the processing of Personal Data.
13.8 Titles or headings to the sections of this EULA are not part of the terms of this EULA, but are inserted solely for convenience. If an ambiguity or question of intent or interpretation arises, this EULA will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this EULA.
13.9 Dispute Resolution. The dispute resolution provisions of Section 15 of the EMOTIV Terms of Use including the agreement to arbitrate, the informal resolution requirement, the class action waiver, the coordinated filings provision, the opt-out right and the carve-outs set out in Sections 15.5 to 15.9 are incorporated into this EULA by reference and govern all disputes arising out of or relating to this EULA. Where You have entered into an Addendum to End User License Agreement for an Organizational License, Section 7.3 of that Addendum governs and this Section 13.9 does not apply.
Last Updated August 5, 2026