Terms and Conditions

Myo Market

The following describes the terms on which Thalmic Labs Inc. (“Thalmic”) offers you access to the MyoTM Market, through which you may obtain software to use with Thalmic’s Myo products. BY DOWNLOADING ANY SOFTWARE OR OTHERWISE USING THE SERVICES ON THE MYO MARKET SITE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this agreement, please contact us at developer@thalmic.com.

  1. Definitions
    1. “Profile” means the information you provide to Thalmic described in Section 2.2(b) and (c) below.
    2. “Services” has the meaning set forth in Section 2 below.
    3. “Site” means the Thalmic Myo Market site (whether website or site accessed through a mobile application) through which a user can use the Services.
    4. “Software” means software, whether developed by Thalmic or third parties, that is available for viewing and licensing through the Site.
  2. The Services
    1. Thalmic will provide users with the ability to view, comment upon, obtain a license to, download, and interact with other users respecting Software available through the Site (the “Services”), subject to the terms and conditions of this Agreement.
    2. In order to use the Services, you may be required to:
      1. provide up-to-date, complete and accurate registration or billing information, which may include your first and last name, your valid mailing address, your phone number and your valid email address;
      2. where you wish to obtain Services requiring payment (such as purchasing a license to Software), provide up-to-date, complete and accurate credit card information for a credit card that is valid and legally registered to you; and
      3. be at all times in compliance with the terms and conditions of this Agreement and applicable law.
      You specifically agree that Thalmic may rely on the accuracy of the information provided by you to Thalmic, and that Thalmic will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Thalmic.
    3. Thalmic may provide you with certain information to allow you to use the Services, such as a user ID and a password or the ability to create a user ID and/or password (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. Thalmic is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
    4. Thalmic reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by Thalmic. Thalmic may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without notice or liability.
    5. Thalmic will, and will permit third parties to, display advertising and other information as part of the Services and/or in connection with the content provided through the Services. For greater certainty, such advertisements and information may, among other locations, appear adjacent to or otherwise in conjunction with the Software viewed through the Services. Your correspondence or business dealings with, or participation in promotions of, advertisers or other third parties found on or through the Services, including payment and delivery of such advertiser’s or third parties’ goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or other third party.
    6. The owner of each item of Software available through the Site will be identified on the Site.
      1. Where Software is a Thalmic product, it is subject to the software license agreement found below, unless you have executed a separate agreement with Thalmic respecting the Software, or unless a different set of software license terms have been provided to you with the Software – in which case, that agreement or those terms will apply to your use of the Software.
      2. Where Software is a third party product, it is subject to such third party software license terms as may be included with the Software, and is provided “AS IS” by Thalmic. The material contained in third party Software was not created or developed by Thalmic, and is not under the control of Thalmic, and Thalmic is not responsible or in any way liable for the Software, including without limitation its accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their content.
    7. Other than to the limited extent required under applicable consumer protection law, under no circumstance will Thalmic be liable for any loss or damage caused by your reliance on information obtained through the Services, including the Software. It is solely your responsibility to evaluate the value of the Software and its ability to meet your requirements. Thalmic makes no representations with respect to the suitability of the Software in relation to your needs.
    8. You acknowledge and agree that an integral part of the Services entails the collection of information and data respecting your use of the Services, including downloads, communications with other users of the Services through the Site, and your viewing patterns of the Software and third party websites and advertisements available through the Site, to enable Thalmic to better provide Services to you. Thalmic may provide such information and data to third parties, in aggregate form and not identified with any specific user, subject to Thalmic’s Privacy Policy.
    9. In order for you to obtain certain Software items, the Site may redirect you to a third party application store, such as Google Play Store, BlackBerry App World, Amazon Appstore or Apple iTunes or App Store (the “Third Party App Store”). You are subject to all terms and conditions imposed by such third parties in relation to your download of the Software from such Third Party App Store. Such Third Party App Store may impose additional restrictions, or may have additional rights, in relation to your use of the Software or their services, such as removal of the Software from your mobile device; it is solely your responsibility to ensure that you are aware of the terms and conditions imposed by the Third Party App Store from which you downloaded the Software, and to comply with such terms and conditions. To the limited extent that this Agreement is less restrictive than the usage rules or terms and conditions for Software downloaded from a Third Party App Store, or is in direct conflict with the Third Party App Store terms of service or like agreement as they relate to your obligations to the Third Party App Store and Thalmic, the usage rules of the Third Party App Store shall apply in relation to the specific item of Software downloaded from the Third Party App Store. However, where the Software downloaded from the Third Party App Store is owned by Thalmic, nothing in the Third Party App Store terms and conditions shall be deemed to override Thalmic’s software license agreement in relation to your usage of Thalmic’s Software.
  3. Your Use of the Services
    1. You agree that:
      1. You will not permit anyone other than you, as an individual, to obtain access to the Services through your Thalmic account or otherwise using your Access Information, and will only use the Services in accordance with this Agreement and applicable law;
      2. You will ensure that any information that is provided to Thalmic pursuant to this Agreement is true, accurate, current and complete;
      3. You will be solely responsible for all activities with respect to the Services undertaken by you;
      4. You will not use the Services for any commercial purposes or for the benefit of any third party;
      5. You will not access, view or download any Software or other content in violation of specified age recommendations, if any;
      6. You represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services;
      7. You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Thalmic and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services);
      8. You will not in any way use the Services to transmit harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent, obscene or pornographic activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
      9. You will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Software, content, programming, advertising, video, services and/or features accessible through the Services or Site;
      10. You will not attempt to hack the Services, or Site, or any communication initiated by or made through the Services or Site, or to interfere with, compromise, defeat or overcome any encryption and/or other technical or security protection methods implemented by Thalmic with respect to the Services, Software or Site, and/or other data and/or content transmitted, processed or stored by Thalmic or other users of the Services;
      11. You will not collect any information or communication about the users of the Services or Site, by monitoring, interdicting or intercepting any process of or communication initiated by the Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
      12. You will not use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Services or Site, or their ability to communicate and perform the Services;
      13. You will cooperate with Thalmic and provide information requested by Thalmic to assist Thalmic and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law; and
      14. You will comply with the terms and conditions of any agreements entered into between you and any third party (including, without limitation, the owners of the Software provided through the Services, the service providers for any Internet services you use in conjunction with the Services, and the hardware providers for any mobile device or other computing equipment through which you use the Services), and to the extent that such agreements impose additional restrictions respecting your use of the Services (whether by reason of usage limitations or otherwise), you will use the Services in compliance with such restrictions.
      Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
    2. You agree that any material, information or idea that you post on or through the Services or the Site (including communications with other users of the Services), or that you otherwise transmit to Thalmic by any means (each, a "Submission"), is considered non-confidential and may be disseminated or used by Thalmic or any third party without compensation or liability to you for any purpose whatsoever. By posting or otherwise providing a Submission to Thalmic, whether for inclusion on the Services or otherwise, you represent and warrant that you have all necessary permissions to grant the licenses below to Thalmic. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Service, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Submission. Accordingly, you hereby grant Thalmic, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Service in any media formats and through any media channels, including without limitation, for promoting, improving and developing the Services. This provision does not apply to personal information that is subject to Thalmic’s Privacy Policy except to the extent that you make such personal information publicly available on or through the Services, nor does it apply to any Software submission that you may make as a developer submitting a software application to the Site for licensing to other users, which will be subject to a separate contributor/developer agreement with Thalmic. Notwithstanding the foregoing, Thalmic reserves the right to remove any Submission from the Services if such Submission violates this Agreement or any other written policy or terms of use published by Thalmic from time to time, or is otherwise objectionable, as determined by Thalmic, in its sole discretion.
  4. Fees for Services
    1. You agree to pay all applicable fees in connection with the Software selected and licensed by you, and for any other Services requiring payment. You authorize Thalmic to automatically charge you for any and all fees incurred by you for the Software and for-fee Services selected by you. Thalmic reserves the right to change its price list and to institute new charges at any time upon notice to you, which notice may be provided by means of updates on Thalmic’s website. Your use of the Services following such changes constitutes your acceptance of any new or increased charges.
  5. Privacy and Confidentiality
    1. Your personal information will be handled in accordance with Thalmic’s Privacy Policy. To view Thalmic’s Privacy Policy, please visit the following URL: https://www.thalmic.com/privacy Notwithstanding the foregoing, Thalmic reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
    2. Additionally, by submitting personal information to Thalmic pursuant to this Agreement, including without limitation your name, address, e-mail address and third party account information, you consent to the collection, processing, transmission and disclosure of such information by Thalmic for the purposes of Thalmic’s provision of the Services and Thalmic’s internal use and specifically the purposes for which such information has been requested, such as billing requirements. You specifically agree that Thalmic may disclose your name, address, e-mail address and/or account information to third party service providers to the limited extent necessary to provide you with the Services.
    3. You acknowledge that any data collected through 3rd party Software (such as a 3rd party’s application available on the Site) is subject only to the privacy policies of the corresponding 3rd party. Any personal information that you give or make available to a 3rd party through the use of 3rd party Software is at your own risk and not Thalmic’s responsibility. When a 3rd party submits Software to the Site, the 3rd party is given the option to provide their own privacy policy. It is your responsibility to review the 3rd party’s privacy policy (if present) and to ensure you are comfortable with how the 3rd party will handle any of your personal/private information before accessing the 3rd party Software.
  6. Intellectual Property Rights
    1. You are responsible for complying with all applicable intellectual property laws in your use of the Services, and agree to indemnify, defend and hold Thalmic harmless from any and all claims that arise as a result of your non-compliance with intellectual property laws and/or your infringement of any intellectual property rights.
    2. You acknowledge that Thalmic and its licensors are the exclusive owner of all intellectual property and intellectual property rights in the Services and Site, and that the Software authors and creators are the exclusive owners of all intellectual property and intellectual property rights in the Software, and they retain all right, title and interest therein. You further acknowledge that the Services, Site, and Software are protected by Canadian, U.S. and international copyright laws and that other intellectual property laws (including patent and/or trademark laws) and treaties may protect the Services and Site. Nothing herein shall be construed as constituting a sale of the Services, Site, Software or any portion thereof to you.
    3. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, Site or Services, or any part thereof. Your only rights to the Software, Site or Services, and any part thereof, shall be those rights expressly licensed or granted to you under this Agreement and/or the applicable software license agreement, if any. Any rights not expressly granted under this Agreement are reserved.
  7. Disclaimer of Warranties
    1. THE SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THALMIC ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SITE. UNDER NO CIRCUMSTANCES WILL THALMIC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES, SITE, AND SOFTWARE IS SOLELY AT YOUR OWN RISK. Thalmic has no special relationship with or fiduciary duty to you, and you acknowledge that Thalmic has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation: (a) which users use the Services, (b) what Software or other material you or other users access on or through the Services, (c) how you or any other user may interpret or use Software or other materials accessed through the Services, or (d) what actions you may take as a result of having been exposed to information obtained through the Services. Thalmic makes no representations or warranties whatsoever concerning any information obtained through the Services, and Thalmic will not be responsible or liable for the accuracy, copyright compliance, legality or decency of any material contained in or accessed through the Services, including the Software and opinions relating thereto. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
  8. Limitation of Liability
    1. The only type of damages that can be recovered against Thalmic arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, proximately caused by Thalmic’s gross negligence or wilful misconduct. In no event shall the aggregate liability of Thalmic exceed the amount paid by you for the portion of the Services that gave rise to the claim. THALMIC SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software, Services or Site is to uninstall (where applicable) and cease use of such Software, Services or Site.
    2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THALMIC BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE, SITE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE, SITE OR SERVICES, EVEN IF THALMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS OR EXCLUSIONS SHALL APPLY TO YOU TO THE MAXIMUM EXTENT PERMISSIBLE BY SUCH JURISDICTIONS.
  9. Indemnification
    1. You agree to indemnify, defend and hold harmless Thalmic, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, Software, or Site, and any other content obtained by you through the Services and/or Site (b) your use or misuse of the Services, Software and/or Site, (c) any breach of this Agreement by you, (d) the infringement by you, or any third party obtaining access to the Services through you, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws. Thalmic reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Thalmic, at your expense, in asserting any available defences.
  10. Termination
    1. You may terminate this Agreement at any time upon notice to Thalmic.
    2. Thalmic reserves the right, in its sole and complete discretion, to terminate this Agreement and to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services, access any accounts through the Services, and any materials obtainable through the Services will immediately cease. All fees paid by you are non-refundable. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.
    3. Upon any termination of this Agreement for any reason (whether by you or by Thalmic), you must cease all use of the Services and Site.
    4. Without limiting other remedies, Thalmic may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Thalmic is unable to verify or authenticate any information you provide; or (c) Thalmic believes that your actions may cause financial loss or legal liability for you, other users or Thalmic.
    5. You acknowledge that termination or suspension of your account or authorization to use the Services may prevent you from accessing the Services, your account details or any files or other content which is contained in your account (including Software), and that Thalmic shall have no liability for your inability to access such information.
    6. Thalmic reserves the right to investigate suspected violations of this Agreement. You hereby authorize Thalmic to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.
    7. The above-described actions are not Thalmic’s exclusive remedies and Thalmic may take any other legal, equitable or technical action it deems appropriate in the circumstances. Thalmic will not be liable for any damage caused by the termination of this Agreement.
    8. General Provisions
      1. This Agreement constitutes the entire agreement between the parties with respect to the Site and Services, and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement.
      2. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
      3. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
      4. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
      5. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
      6. If you are residing in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement or download, install or use the Site or any Software (as applicable). Furthermore, if you are residing in a jurisdiction where it is forbidden by law to offer or use software for Internet communication, or otherwise prohibits your use of the Services, you may not enter into this Agreement and you may not download, install or use the Services, Software, or Site. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction that your use of the Software, Site and Services is allowed.
      7. You acknowledge and agree that the Site and Services have been developed at significant cost and has significant commercial value to Thalmic, and that inappropriate use of the Software, Site and Services could cause Thalmic irreparable harm. You therefore agree that Thalmic will have the right to seek, in addition to any of its other rights and remedies under law and equity, injunctive relief for any violation of this Agreement without posting bond or by posting bond at the lowest amount required by law.
    9. Contact
      1. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Thalmic or its business, please contact Thalmic at: developer@thalmic.com.

    Thalmic Software License Agreement

    Thanks for your interest in Thalmic Labs Myo products and software! We are pleased to provide you with software applications for use in conjunction with the MyoTM armband, through Thalmic Labs’ web portal and through other, third party, web stores (such applications referred to herein as the “Software”). All use of Software is subject to these Software license terms, unless you have executed a separate agreement with Thalmic Labs, or unless a different set of Software license terms have been provided to you with the Software – in which case, that agreement or those terms will apply to your use of the Software.

    By obtaining and using Software, you are agreeing to adhere to and be bound by these terms, and to use the Software in the manner described in the Software user documentation, and you are also signifying that you can legally be bound by these terms. If you are using Software on behalf of a third party, like your employer, you are also agreeing to these terms on their behalf and you must have the authority to bind them to these terms. If you do not or cannot agree, then we do not permit you to use, and you must not use, the Software in any way.

    THE BOTTOM LINE: We like to allow our users to use our Software without a lot of restrictions (except the ones in this agreement and in the user documentation, which we believe are moderate and reasonable), which is why, in exchange for this permissiveness, all use of the Software is at your own risk, which includes you accepting liability for anything arising from your use of Software. We will only be responsible for issues relating to the Software that are wholly within our control, and then only to the limited extent that the law says that we must be responsible.

    THE DETAILS (NUMBERED SUMMARY HEADINGS PROVIDED FOR CONVENIENCE ONLY):

    1. You and Thalmic Labs are entering into this agreement.

      The parties to this agreement are you, on behalf of yourself as an individual and/or as a representative of an employer, company or other third party entity (being the party for whose benefit Software is being used), and Thalmic Labs Inc., an Ontario corporation with principal place of business at 24 Charles Street West, Kitchener, ON N2G 1H2 (Thalmic).

    2. This is a license agreement allowing you to use the Software.

      This is a software license agreement for Software (meaning the system files, redistributables, libraries, tools, APIs, sample code, documentation, and other software materials, as well as any updates to the foregoing, which are made available to you by Thalmic in connection with this agreement) for use in conjunction with the Myo armband (meaning the Myo gesture control armband).

    3. You can use the Software as long as you comply with all laws, do not damage us or the Software in any way, and use the Software the way we have said it is intended to be used.

      Subject to the terms of this agreement, Thalmic grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the Software in accordance with the terms of this Agreement and solely for the purposes specified in the user documentation accompanying the Software (which in all cases shall be solely to interact with the Myo armband as described in the user documentation; Thalmic is not responsible for any third party equipment or software). Your use of Software must comply with: (a) this agreement, and (b) any applicable laws, regulations or other mandatory requirements applicable to you and/or the Software (including any laws regarding the export of data or software).

      Except to the extent required by applicable third party licenses, you may not:

        1. copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
        2. distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software for monetary gain, in whole or in part, to any third party on a temporary or permanent basis;
        3. remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice);
        4. copy any written materials accompanying any portion of the Software unless specifically authorized in writing to do so by Thalmic; or
        5. authorize, permit or otherwise acquiesce in any other party engaging in the activities set forth in (a), (b) (c) or (d) above, or attempting to do so.

      You agree that you will not engage in any illicit or illegal activity with Software, including any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party, including Thalmic.

    4. If there are fees associated with licensing or using the Software, you must pay the fees before you have the right to use the Software.

      Your license to use the Software is conditional upon your payment to Thalmic of all applicable license fees for the Software. If you fail to pay any fees associated with your use of the Software to Thalmic when due, it shall constitute a breach of this license entitling Thalmic to terminate this Agreement.

    5. There may be software included in the Software that is owned by third parties (i.e., not Thalmic and not you), so when you use the Software, you need to comply with their license agreements as well.

      Use, reproduction and distribution of components of the Software licensed under a third party software license (including but not limited to an open source software license) are governed solely by the terms of that third party software license and not this agreement. Such licenses may be found in the documentation accompanying the Software.

    6. We own everything having to do with the Software and the Myo armband (except the third party software mentioned in #5 above).

      You agree that Thalmic or third parties own all legal right, title and interest in and to the Software, including any intellectual property rights (patents, copyrights, trademarks, etc.) that subsist in the Software, and that you do not acquire any intellectual property or other proprietary rights under this Agreement. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Software. Your only rights to the Software and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Thalmic reserves all rights not expressly granted to you under this agreement.

      Thalmic reserves the right to discontinue, change or remove features, or change the form and nature of the Software at any time without notice. Future versions of the Software may be incompatible with software applications used with previous versions of Software. This agreement may also be modified by Thalmic in future versions of the Software, and you are responsible for ensuring that you and your use of the Software are in compliance with the then-current version.

    7. We are providing the Software without any warranties, and you are accepting all risk in using the Software. We have no liability to you for any damages relating to your use of the Software.

      YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM THALMIC. THALMIC EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, OR ANY OTHER WARRANTY OR CONDITION ARISING BY STATUTE, CUSTOM OR USAGE OF TRADE RELATED TO THE SOFTWARE PROVIDED HEREUNDER. THALMIC SPECIFICALLY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. In particular, you acknowledge that Thalmic does not warrant or recommend the Myo armband for use in any application (such as vehicular control) for which a failure or fault may result in death, personal injury or damage to property.

      YOUR USE OF THE SOFTWARE AND ANY MATERIAL PRODUCED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY PERSON OR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

      Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions relating to the Software, to the extent that they cannot be excluded as set out above, are limited to thirty (30) days from the date that you first download the Software.

      The only type of damages that can be recovered against Thalmic arising from or related to this Agreement (including without limitation in relation to the Myo armband, the Software and your use under this Agreement thereof), shall be your direct damages, if any, to the extent arising from gross negligence of or wilful misconduct by Thalmic. In no event shall the aggregate liability of Thalmic exceed the amount paid by you for the portion of the Software that gave rise to the claim. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THALMIC BE LIABLE FOR ANY DAMAGES WHATSOEVER, TO YOU OR TO ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR THE MYO ARMBAND, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT), WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THALMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    8. Unless you opt-out, we may automatically collect certain information from your use of the Software to help us improve our products and services.

      In order to continually innovate and improve the Software and/or the Myo armband, Thalmic may collect certain usage statistics related to the Software, software applications that interact with the Software, and/or the Myo armband, including without limitation: a unique identifier of the Myo armband being used, an associated IP address, a version number of the Software and/or any software application that interacts with the Software, information on which tools and/or services in the Software are being used and how they are being used (if applicable), and/or gesture data collected and stored during use of the Software and/or any software application that interacts with the Software. Any or all of this information may be transmitted to Thalmic from you unless you opt out of data collection in the Software and/or in the Myo Connect software application, as applicable. The data collected is examined in the aggregate to improve the Software and/or the Myo armband and is maintained in accordance with the Thalmic Privacy Policy, available at: https://thalmic.com/privacy.

    9. When you are connected to the internet, the Software may automatically check for and notify you of the availability of updates for the Software and/or for the firmware of your Myo armband.

      In order to continually improve the performance of the Software and/or the Myo armband, Thalmic may make updates to the Software and/or to the firmware on-board the Myo armband. When an internet connection is available and the Software is running, the Software may automatically check for such updates and notify you of the availability of any new update. Depending on the Software and/or the version of the Software, the Software may either directly download any such updates you select or provide you with a link to a website where such updates may be downloaded.

    10. As part of your acceptance of risks under this agreement, you bear full responsibility for any claims made against us due to your acts or omissions.

      You agree to indemnify, defend and hold harmless Thalmic, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access, use or misuse of the Software and/or the Myo armband, (b) any breach of this agreement by you, or (c) your violation of any third-party rights or any applicable laws. Thalmic reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Thalmic, at your expense, in asserting any available defences.

    11. This agreement will continue to apply until terminated by either you or Thalmic, but termination isn’t Thalmic’s only option if you breach this agreement.

      If you want to terminate this agreement, you may do so by ceasing your use of the Software. Thalmic may, at any time, terminate this agreement with you if: (A) you have breached any provision of this agreement; (B) Thalmic is required to do so by law; (C) Thalmic decides to no longer make available the Software or certain parts of the Software to users in the country in which you are resident or from which you use the Software; or (D) the provision of the Software to you by Thalmic is, in Thalmic's sole discretion, no longer commercially viable. Upon termination of this Agreement, you will cease all use of the Software and destroy and/or permanently delete all copies of the Software in your possession.

      Nothing herein shall be deemed to be a substitution for any other rights and remedies that Thalmic may have in law or equity (including injunctive relief, where applicable), and Thalmic shall have no liability to you arising from Thalmic’s termination of this Agreement in accordance with this Section 11. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.

    12. This section explains how this agreement will be interpreted and enforced.

      This agreement constitutes the whole legal agreement between the parties governing your use of the Software and completely replaces any prior agreement(s) between the parties in relation to Software. This agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this agreement. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this agreement shall continue in full force and effect. You agree that if Thalmic does not exercise or enforce any legal right or remedy which is contained in this agreement (or which Thalmic has the benefit of under any applicable law), this will not be taken to be a waiver of any Thalmic rights and that those rights or remedies will still be available to Thalmic. The rights granted in this agreement may not be assigned or transferred by either party without the prior written approval of the other party. Neither party shall be permitted to delegate their responsibilities or obligations under this agreement without the prior written approval of the other party. It is the express will of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.