END-USER LICENSE AGREEMENT (EULA)
NeuraUI – Enterprise License
Effective Date: 2026-02-27
This End-User License Agreement ("Agreement") is a legally binding contract between:
You ("Licensee")
and
TechFly SARL
A French limited liability company
Registered office: 60 Rue François Ier, 75008 Paris, France
SIREN: 945 361 087
VAT: FR86945361087
Email: support@neuraui.dev
This Agreement governs the use of:
Neura Kit (the "Software")
By accessing, downloading, installing, or using the Software, the Licensee agrees to be legally bound by this Agreement.
1. License Grant
Subject to payment of a valid annual subscription, TechFly SARL grants the Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable commercial enterprise license.
The Software is licensed, not sold.
No ownership rights are transferred.
If the Licensee is a legal entity, the Software may be used internally by its employees and direct contractors strictly under its authority and control.
The Licensee remains fully responsible for all acts and omissions of its authorized users.
2. Authorized Team Use
The Software may be accessed by:
- Internal employees
- Contractors bound by written confidentiality obligations
provided that:
- Access is strictly limited to internal development
- The Software is not redistributed externally
- Access credentials remain confidential
- The Software is not made available to clients or third parties
The Licensee must implement reasonable access control and security measures.
The Licensee is strictly liable for any leak, breach, or unauthorized distribution caused by its employees, contractors, or agents.
3. Absolute Prohibitions
The following actions are strictly prohibited:
- Reselling, sublicensing, or redistributing the Software
- Sharing repository access credentials
- Publishing the Software publicly (GitHub, GitLab, Bitbucket, etc.)
- Forking the repository
- Copying substantial portions of source code
- Creating derivative works
- Reverse engineering, decompiling, disassembling
- Circumventing access restrictions
- Using the Software after subscription expiration
Any violation constitutes a material breach.
4. Confidentiality & Trade Secrets
The Software source code constitutes confidential trade secrets protected under:
- French Intellectual Property Code
- EU directives
- International copyright conventions
Unauthorized disclosure causes irreparable harm.
The Licensee must:
- Protect repository credentials
- Restrict access strictly
- Notify TechFly SARL immediately in case of suspected breach
TechFly SARL may seek injunctive relief without prior notice.
5. Financial Penalty Clause (Clause Pénale)
In case of:
- Public leak of source code
- Unauthorized redistribution
- Credential sharing
- Intentional violation of Section 3
The Licensee agrees to pay a contractual penalty of:
EUR 50,000 (fifty thousand euros) per violation
This penalty applies without prejudice to TechFly SARL's right to claim additional damages if actual damages exceed this amount.
The Licensee acknowledges that this amount reflects the commercial value of the Software and reputational harm.
6. Indemnification
The Licensee agrees to fully indemnify and hold harmless TechFly SARL from:
- Claims arising from unauthorized distribution
- Third-party claims caused by misuse
- Legal enforcement costs
- Attorney fees
- Litigation expenses
7. Subscription Requirement
The license remains valid only while the annual subscription is active.
If the subscription expires or is canceled:
- Repository access may be revoked
- Continued use of the Software is prohibited
- Updates and support cease immediately
All payments are non-refundable.
8. Audit Rights
TechFly SARL may request written confirmation of compliance.
Failure to cooperate constitutes breach of contract.
9. Automatic Termination
This Agreement terminates automatically upon:
- Breach of this Agreement
- Non-payment
- Unauthorized disclosure
Upon termination:
- All usage rights cease immediately
- All copies must be deleted
- Access credentials will be revoked
Termination does not limit legal remedies.
10. Disclaimer of Warranties
The Software is provided "AS IS" and "AS AVAILABLE".
TechFly SARL disclaims all warranties, including:
- Merchantability
- Fitness for particular purpose
- Non-infringement
- Error-free operation
- Continuous availability
11. Limitation of Liability
To the fullest extent permitted by French law:
TechFly SARL shall not be liable for:
- Indirect damages
- Loss of profits
- Business interruption
- Data loss
- Reputational harm
Total liability shall not exceed the total amount paid by the Licensee in the 12 months preceding the claim.
12. Governing Law and Jurisdiction
This Agreement is governed exclusively by French law.
Any dispute shall fall under the exclusive jurisdiction of the courts of Paris, France.
13. Severability
If any provision is deemed unenforceable, the remaining provisions remain valid and enforceable.
14. Entire Agreement
This Agreement constitutes the entire agreement concerning the Software and supersedes all prior agreements or understandings.