Effective Date: June 3, 2025
Licensor: MyRoad.io LLC, a Delaware Limited Liability Company (“Licensor”)
Software: MyRoad Solution (the “Software”)
YOU MUST CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING OR ACCESSING THIS SOFTWARE. BY CLICKING THE ACCEPTANCE BUTTON, INSTALLING, USING, OR ACCESSING THE SOFTWARE, INCLUDING AS A SERVICE, YOU CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THESE TERMS AND DO NOT INSTALL OR USE THE SOFTWARE.
This MyRoad.io End User License Agreement (referred to as the “Agreement” or the “EULA” ) sets forth the terms and conditions that apply to your use of the MyRoad Software. For the purposes of this Agreement, “you” means you, the end user (“End User”) of the Software, and “Licensor” means MyRoad.io LLC and its subsidiaries and affiliates, and “Licensee” or “Admin” means the entity that administers your access and use of the Software, which may either be your employer or your health care provider as applicable, and their respective subsidiaries and affiliates.
1. License Grant
Subject to the agreement between Licensor and the Licensee, Licensor grants End User a limited, non-exclusive, non-transferable, non-sublicensable, irrevocable (during the subscription term) license to install and use the Software on a compatible mobile device solely for End User’s personal use as authorized by your Admin and as permitted by the terms of this EULA. This Agreement is a license to use the Software only, and not a contract of sale for the Software.
2. License Restrictions
End User shall not: (a) Modify, reverse engineer, decompile, or disassemble the Software, (b) Sell, sublicense, rent, lease, or distribute the Software, (c) Use the Software for any purpose not expressly permitted under this Agreement, (d) Circumvent or disable any security features of the Software.
3. Ownership
All rights, title, and interest in and to the Software (excluding third-party components) are and shall remain with Licensor. End User acquires no ownership rights by virtue of this Agreement.
4. Fees
There are no fees for your use of the Software if you are accessing the Software under an Agreement through your Admin. Use of the Software may result in transaction-based charges to the Admin. While End Users are not directly billed under this EULA, End User’s use of the Software remains subject to the terms and conditions of your Admin’s agreement with the Licensor.
5. Updates and Support
Licensor may provide updates or enhancements to the Software, which will be subject to this Agreement unless accompanied by a separate license. Support is available as described in the master agreement with your Admin.
6. Data Collection and Privacy
The Software collects, processes, and transmit, personal and sensitive information, which includes protected health information (PHI). All data handling complies with applicable laws, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and the Health Insurance Portability and Accountability Act (HIPAA). By using the Software, you consent to such collection, processing, and transmission, by Licensor, Licensee, and Third-Party Technology Suppliers as further described in this Agreement, solely for the purpose of providing and administering the Software and services to you and to the Licensee. All personal information will be processed as set forth in the MyRoad Privacy Policy located at: https://myroad.io/privacy/
7. Limited Warranty
Licensor warrants that for a period of 30 days from the date of installation, the Software, if operated as directed, will substantially achieve the functionality described in the Documentation. Licensor does not warrant that your use of the Software will be uninterrupted or error-free.
Licensor’s sole liability for any breach of this warranty shall be, in Licensor’s sole discretion (i) to replace defective Software, or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software if any. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software.
8. Disclaimer of Additional Warranties
Subject to the limited warranty provided above, the Software is provided “AS IS” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR OR LICENSEE, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, RESELLERS, OR SUPPLIERS, INCLUDING THIRD PARTY TECHNOLOGY SUPPLIERS, BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE, OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSEE OR LICENSOR, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, RESELLERS, OR SUPPLIERS, INCLUDING THIRD PARTY TECHNOLOGY SUPPLIERS, BE LIABLE FOR ANY DAMAGES EVEN IF LICENSEE OR LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSEE’S OR LICENSOR’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL THE LIABILITY OF LICENSOR, LICENSEE, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, RESELLERS, OR SUPPLIERS, INCLUDING THIRD PARTY TECHNOLOGY SUPPLIERS, EXCEED THE AMOUNT OF US$250 FOR ANY AND ALL CLAIMS.
10. Termination
This license shall terminate automatically upon the end of the subscription term entered into between Licensor and the Admin or if the End User violates any terms of this Agreement. Upon termination, End User must cease all use of and uninstall the Software.
11. Export Compliance
End User agrees to comply with all applicable U.S. and international export laws and regulations. The Software may not be used, exported, or re-exported, in violation of such laws.
12. Governing Law
This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.
13. Arbitration
All disputes arising out of or relating to this Agreement shall be finally settled by arbitration conducted in San Francisco, California, under the rules of commercial arbitration of the American Arbitration Association. Both parties shall bear equally the cost of arbitration (exclusive of legal fees and expenses, all of which each party shall bear separately). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, if a party breaches its obligations under this paragraph, the nonbreaching party may seek injunctive or other equitable relief in any court of competent jurisdiction.
14. Severability
In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
15. Entire Agreement
This Agreement constitutes the entire agreement between Licensor and the End User with respect to the Software and supersedes all prior or contemporaneous understandings.
16. Waiver
The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.
17. Third-Party Technology Suppliers: Pass Through Terms
17.1. Nuralogix
The MyRoad Solution Software includes technology licensed from third-party Supplier Nuralogix. As a condition of such integration and your use of the Nuralogix technology, the following additional terms and conditions apply to End User’s use of the Software: https://www.nuralogix.ai/terms-of-use/ Such terms includine but are not not limited to the following:
- Permitted Use. Solely to capture blood flow information from the face for analysis and measurement in conjunction with the MyRoad Solution Software.
- Restrictions. No reverse engineering, tampering, unlawful use, unauthorized tests, or standalone use, is permitted.
- Ownership. All right, title, and interest in and to the Nuralogix technology including all intellectual property rights therein remain the exclusive property of Nuralogix.
- Disclaimers. Nuralogix provides no warranties to End User.
- No Diagnosis. Nuralogix technologies are not intended nor may be used for diagnosis or treatment of health conditions.
- Enforcement. Nuralogix reserves the right to suspend services if the Nuralogix technology is misused.
17.2 Salesforce.com
The Software integrates with Salesforce.com products and services to process data. The following terms apply to the use of Salesforce products and services:
- Salesforce Terms of Use. Use of Salesforce services is subject to the Salesforce Master Subscription Agreement and all related terms, including its Acceptable Use Policy, and Privacy Policy, which can be found at https://www.salesforce.com/company/legal/.
- No Warranty by Salesforce. Salesforce disclaims all warranties, express or implied, related to the Software. Salesforce is not responsible for its performance, availability, or accuracy.
- No Rights Granted. Use of the Software does not grant End User any right to access Salesforce’s services except as permitted by Licensor through proper Salesforce credentials and API usage.
- Third-Party Beneficiary. Salesforce is an intended third-party beneficiary of this Agreement to the extent it pertains to use of Salesforce services. Salesforce shall have the right to enforce applicable provisions of this Agreement directly against End User.
- Data Use. End User shall not use the Software to send or receive data to or from Salesforce in a manner that violates any law or infringes third-party rights, including privacy rights and intellectual property.
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