NeuroPathway Ecosystem Software License Agreement

1. Definitions

2. Grant of License

2.1 Limited License

Subject to the terms of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for Authorized Use only.

2.2 License Types

3. License Restrictions

Licensee shall NOT:

• Redistribute: Copy, share, sell, lease, or sublicense the Platform to third parties
• Reverse Engineer: Decompile, disassemble, or attempt to derive source code
• Modify: Alter, adapt, translate, or create derivative works without written permission
• Remove Attribution: Delete or obscure copyright notices, trademarks, or branding
• Commercial Exploitation: Use the Platform for unauthorized commercial purposes
• Competitive Use: Use Platform features to develop competing products or services
• Automated Access: Deploy bots, scrapers, or automated tools to extract data
• Security Compromise: Attempt to circumvent security measures or access controls
• Harmful Use: Use the Platform for illegal activities, harassment, or harm to users
• Unauthorized Research: Conduct research using Platform data without HRA/REC approval

4. Intellectual Property Rights

4.1 Licensor Ownership

All intellectual property rights in the Platform, including but not limited to copyrights, patents, trademarks, trade secrets, and proprietary algorithms, belong exclusively to Licensor. This License does not transfer ownership of any intellectual property.

4.2 Protected Elements

• NeuroPathway® trademark (UK00003987654)
• Safe Space™ trademark (application pending)
• Neural network logo and visual identity (UK design right)
• Taglines: "Prevention is the Cure" and "Small Steps Create Big Change"
• Patent-pending AI safeguarding systems (GB2024567890, GB2024789012, GB2024901234)
• Proprietary assessment frameworks and clinical algorithms
• Database architecture and data models
• User interface designs and interaction patterns

4.3 User Content Ownership

Licensee retains ownership of all content created within the Platform (journal entries, assessments, communications). By using the Platform, Licensee grants Licensor a limited license to store, process, and display this content for platform functionality only.

Data Protection Guarantee: User content will NEVER be sold, published, or commercially exploited. Anonymized, aggregated data may be used for service improvement and research with appropriate ethical approval.

5. Data Protection and Privacy

5.1 UK GDPR Compliance

Licensor processes personal data in accordance with UK GDPR, Data Protection Act 2018, and NHS Data Security and Protection Toolkit (DSPT) requirements. Licensee must comply with all data protection obligations when using the Platform.

5.2 Safeguarding and Special Category Data

The Platform processes special category data (health, child wellbeing) under lawful bases including:

• Explicit consent (Article 9(2)(a))
• Vital interests/safeguarding (Article 9(2)(c))
• Health and social care purposes (Article 9(2)(h))
• Public health (Article 9(2)(i))

5.3 Security Measures

• AES-256-GCM encryption for data at rest
• TLS 1.3 encryption for data in transit
• Multi-factor authentication (MFA) for professional users
• Role-based access control (RBAC)
• Comprehensive audit trails (7-year retention)
• Regular penetration testing and security audits
• NHS Digital DCB0129/DCB0160 clinical safety standards

6. Clinical Safety and Regulatory Compliance

6.1 MHRA Medical Device Compliance

NeuroPathway Ecosystem is designed to comply with MHRA medical device regulations for software intended for clinical decision support and patient monitoring. Licensee must use the Platform within its intended clinical scope.

6.2 DCB Standards

• DCB0129: Clinical risk management system with qualified Clinical Safety Officer
• DCB0160: Clinical safety case reports and hazard logs
• DCB0211: Data security and protection technical standards

6.3 Limitations of Use

IMPORTANT NOTICE: The Platform is a clinical support tool, not a replacement for professional medical judgment. All clinical decisions must be made by qualified healthcare professionals. The Platform is NOT intended for emergency use.

In crisis situations, users must contact emergency services (999) or crisis helplines (Childline: 0800 1111, Samaritans: 116 123).

7. Safeguarding Obligations

7.1 Trigger Word Monitoring

The Platform includes AI-powered safeguarding systems that monitor for concerning content (self-harm, suicidal ideation, abuse indicators). When trigger words are detected, authorized adults (parents, DSL) receive alerts with AI-guided intervention strategies.

7.2 Professional Responsibilities

Professional Licensees (teachers, social workers, clinicians) must:

• Respond to safeguarding alerts within organizational timescales
• Follow established safeguarding procedures and escalation pathways
• Maintain professional boundaries and confidentiality
• Complete required safeguarding training
• Report serious concerns to Designated Safeguarding Lead (DSL)

8. NHS and Public Sector Terms

8.1 Data Processing Agreements

NHS trusts and public sector organizations must execute a Data Processing Agreement (DPA) in accordance with NHS Digital's Data Security and Protection Toolkit requirements prior to platform deployment.

8.2 Information Governance

Licensee organizations must maintain appropriate information governance frameworks including:

• Caldicott Guardian oversight
• Information Asset Owner assignment
• Staff training and acceptable use policies
• Regular audits and compliance monitoring

8.3 Interoperability

The Platform is designed to integrate with NHS systems via HL7 FHIR and NHS Spine APIs where appropriate. Integration requires separate technical agreements and configuration.

9. Research and Academic Use

9.1 Ethical Approval Required

Any research use of Platform data requires:

• Health Research Authority (HRA) approval
• Research Ethics Committee (REC) favorable opinion
• Written permission from Licensor
• Informed consent from participants
• Compliance with Governance Arrangements for Research Ethics Committees (GAfREC)

9.2 Publication and Attribution

Research publications must acknowledge NeuroPathway Ecosystem and follow appropriate citation format:

9.3 Data Sharing

Licensor may provide anonymized, aggregated datasets for approved research projects. Individual-level data sharing requires specific Data Sharing Agreements and ethical approval.

10. Fees and Payment Terms

10.1 License Fees

Access to the Platform may require subscription fees based on license type and usage tier. Pricing is detailed in separate commercial agreements and subject to change with 90 days notice.

10.2 Free Access Programs

Licensor may provide free or reduced-cost access to:

• Families experiencing financial hardship
• Pilot programs in underserved communities
• Academic research projects with social impact
• Charitable organizations supporting neurodivergent youth

10.3 Payment Terms

Organizational licenses typically operate on annual subscription terms with payment due within 30 days of invoice. NHS organizations may use standard NHS payment terms (30 days from receipt of goods/services).

11. Support and Maintenance

11.1 Technical Support

Licensor provides technical support via:

• Email: support@neuropathwayecosystem.co.uk (48-hour response time)
• Knowledge Base: Self-service documentation and video tutorials
• Professional Users: Priority support during business hours (9am-5pm GMT)
• Emergency Safeguarding: 24/7 DSL access for critical safeguarding concerns

11.2 Platform Updates

Licensor will provide regular updates including:

• Security patches and vulnerability fixes (applied immediately)
• Feature enhancements (quarterly releases)
• Compliance updates for regulatory changes
• Bug fixes and performance improvements

11.3 Service Availability

Licensor aims for 99.5% uptime excluding scheduled maintenance. Planned maintenance will be communicated 7 days in advance via email and in-platform notifications.

12. Warranties and Disclaimers

12.1 Limited Warranty

Licensor warrants that the Platform will perform substantially in accordance with its documentation and intended clinical scope when used properly. This warranty is subject to:

• Proper configuration and authorized use
• Compatible hardware and network infrastructure
• Compliance with security and access control requirements

12.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12.3 Clinical Decision Disclaimer

CRITICAL NOTICE: The Platform provides clinical decision support but does NOT replace professional medical judgment, diagnosis, or treatment. Healthcare professionals remain solely responsible for all clinical decisions. Licensor is NOT liable for clinical outcomes or adverse events resulting from platform use.

13. Limitation of Liability

13.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S TOTAL LIABILITY ARISING FROM THIS LICENSE SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE 12 MONTHS PRECEDING THE CLAIM.

13.2 Excluded Damages

LICENSOR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data (beyond reasonable restoration efforts)
• Business interruption or downtime costs
• Reputational harm
• Third-party claims

13.3 Exceptions

Nothing in this License excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by UK law.

14. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor from claims arising from:

• Licensee's unauthorized use or misuse of the Platform
• Violation of this License Agreement
• Breach of data protection or confidentiality obligations
• Clinical negligence or malpractice by Licensee's staff
• Failure to follow safeguarding procedures
• Intellectual property infringement by Licensee

15. Term and Termination

15.1 License Term

This License is effective from the date of account activation and continues until terminated by either party in accordance with this section.

15.2 Termination by Licensee

Licensee may terminate at any time with 30 days written notice. No refunds will be provided for unused subscription periods except in cases of material breach by Licensor.

15.3 Termination by Licensor

Licensor may terminate immediately if Licensee:

• Materially breaches this License (with 14 days cure period for remediable breaches)
• Fails to pay fees within 60 days of due date
• Uses the Platform for illegal or harmful purposes
• Compromises platform security or other users' data
• Engages in intellectual property infringement

15.4 Effect of Termination

Upon termination:

• All access rights cease immediately
• Licensee must cease all use of the Platform
• Licensee may export owned data within 30 days (GDPR right to data portability)
• Licensor will retain data for 90 days for recovery, then securely delete unless legal retention required
• Clauses relating to confidentiality, intellectual property, and liability survive termination

16. Confidentiality

16.1 Confidential Information

Both parties agree to protect confidential information including:

• Platform architecture, algorithms, and proprietary methods (Licensor)
• User data, clinical information, and safeguarding concerns (both parties)
• Business terms, pricing, and commercial arrangements (both parties)

16.2 Permitted Disclosures

Confidential information may be disclosed when required by law (court orders, regulatory investigations), for safeguarding purposes (child protection, serious harm prevention), or with written consent from the disclosing party.

17. Governing Law and Jurisdiction

This License Agreement is governed by the laws of England and Wales. Any disputes arising from this License shall be subject to the exclusive jurisdiction of the courts of England and Wales.

For NHS and public sector organizations in Scotland or Northern Ireland, applicable local health regulations shall apply alongside this License.

18. General Provisions

18.1 Entire Agreement

This License, together with referenced Data Processing Agreements and commercial terms, constitutes the entire agreement between parties and supersedes all prior negotiations or agreements.

18.2 Amendments

Licensor may update this License with 60 days notice for organizational users (30 days for individual/family users). Continued use after the effective date constitutes acceptance. Material changes require active consent.

18.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.4 Waiver

Failure to enforce any right under this License does not waive that right or any other right.

18.5 Assignment

Licensee may not assign this License without Licensor's written consent. Licensor may assign to affiliates or in connection with merger, acquisition, or sale of business.

18.6 Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control (natural disasters, pandemics, cyber attacks, government actions).

19. License Inquiries and Contact Information