About these Terms
Operated by: Neuroclusive, Inc., a Delaware corporation
Applies to: the Neuroclusive website, the Enterprise Neuroinclusivity System (ENS), NeuriPrint™, and related products and services (together, the "Service").
Version: 1.0
1. Agreement
1.1 These Terms form a binding agreement between you and Neuroclusive, Inc. governing use of the Service. There are two kinds of "you", and different terms apply to each:
- an Individual who creates a profile, completes assessments, and controls sharing; and
- an Organization, such as an employer or customer, that licenses the Service to support its people and receives derived, permission-based results.
1.2 By using the Service, you accept these Terms. An Organization representative who accepts these Terms on the Organization's behalf confirms that they have authority to bind it.
2. What the Service is
2.1 Neuroclusive helps Individuals understand their cognitive and working profile and, where the Individual chooses, share bounded, derived results with an Organization to support workplace accommodation and self-advocacy.
2.2 Not a medical device. The Service is not a medical device and does not provide clinical diagnosis, treatment, or health monitoring. Outputs are workplace trait indices and derived results for accommodation and self-advocacy, not clinical or diagnostic determinations.
2.3 The Service uses delegated-access technology so that an Individual's underlying assessment data is not handed to an Organization as a raw, reusable copy. Organizations receive only the bounded results the Individual has authorised, and the Individual can withdraw that authority.
3. Roles and legal responsibility
3.1 Neuroclusive controls individual profile processing
Neuroclusive is the data controller for individual profile data. We determine the purposes and means of processing the assessment responses, derived indices, and profile data an Individual creates in the Service. We are responsible, as controller, for that processing, including its lawful basis, the condition used for special-category data, security, and the Individual's data-subject rights. We do not offload that responsibility onto the Individual or the Organization.
3.2 The Individual controls sharing
Within the Service, the Individual decides which bounded results are shared, with which Organization or named recipient, for what purpose, and for how long. The Individual may withdraw that sharing at any time. Personal data is never sold, and raw assessment responses are not disclosed to an Organization as a reusable copy.
3.3 The Organization controls what it does with a received result
When an Individual shares a result with an Organization, the Organization receives it as an independent controller for its own subsequent use of that result, such as deciding and administering an accommodation. The Organization is responsible for using the result lawfully, fairly, non-discriminatorily, and only for the stated purpose. It is also responsible for its obligations under employment and data-protection law. Neuroclusive is not responsible for an Organization's decisions made using a result.
3.4 Processing on an Organization's behalf
For a feature where an Organization determines the purposes and means and Neuroclusive processes personal data on its instructions, such as Organization account administration or configured aggregate reporting, Neuroclusive acts as the Organization's processor under a data processing agreement, and the Organization is the controller for that processing.
3.5 Responsibility follows control
Neuroclusive controls how profile data is processed in the product and is its controller. The Individual controls what is shared. The Organization controls what it does with what it receives and is controller for that subsequent use.
4. Sensitive data, consent, and control
4.1 The Service processes information about cognitive and psychological characteristics and neurodivergence. We treat the entire NeuriPrint™ profile as special-category data where applicable data-protection law classifies it that way.
4.2 Where UK GDPR or EU GDPR applies, we rely on explicit consent under Article 9(2)(a) for assessment administration, score calculation and storage, and Individual-directed sharing. You may withdraw consent at any time. Withdrawal does not affect the lawfulness of earlier processing, but it stops future consent-based processing and starts the applicable retirement and erasure processes described in the Privacy Policy.
4.3 No forced disclosure to employers. An Organization must not compel an Individual through the Service to reveal raw assessment data. Sharing is the Individual's decision and is limited to bounded results, with any diagnosis disclosure requiring a separate, explicit choice.
4.4 Withdrawal is real. When an Individual withdraws sharing, the relevant authority is retired so that the shared result can no longer be re-derived or re-accessed through the Service. This does not recall a result that an Organization already received and separately stored. The Organization remains responsible for that copy under Section 3.3.
5. Acceptable use
5.1 Organizations must not use the Service or any result:
- to discriminate unlawfully or coerce disclosure;
- to make a clinical, diagnostic, hiring-eligibility, or fitness-for-work determination;
- to make a solely automated decision with legal or similarly significant effects without a lawful basis and appropriate safeguards; or
- for any purpose other than the one the Individual authorised.
5.2 No party may misuse, reverse-engineer, disrupt, or attempt to extract raw underlying data beyond its authorised scope, bypass access controls, introduce malicious code, or use the Service unlawfully.
5.3 We may suspend or restrict access where reasonably necessary to address unlawful, discriminatory, insecure, or materially non-compliant use. Where appropriate, we will give notice and an opportunity to remedy the breach.
6. Fees
6.1 Organization licensing is billed under the applicable order form or purchasing flow. Individual free-tier terms are shown at signup. Prices, taxes, renewal, cancellation, payment timing, and any refund rights will be stated in the applicable order form or purchasing flow. If an order form conflicts with these Terms, the order form controls only for that Organization's purchase.
7. Intellectual property
7.1 Neuroclusive owns the Service and its related intellectual property, including the ENS, NeuriPrint™, the taxonomy, frameworks, and derived-result methodology. Individuals retain their rights in their personal data. Organizations retain their rights in data they provide.
7.2 We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Service in accordance with these Terms and the applicable order form. You may provide feedback, and we may use it without restriction or obligation.
7.3 Individuals may access and export their personal data as described in the Privacy Policy.
8. Warranties and disclaimers
8.1 We will provide the Service with reasonable skill and care.
8.2 The Service supports workplace accommodation and self-advocacy. It is not a clinical, diagnostic, hiring-eligibility, or fitness-for-work determination. Organizations must not treat results as any of those things.
8.3 Except as expressly stated and to the fullest extent permitted by law, the Service is provided "as is" and "as available". We do not warrant that it will be uninterrupted, error-free, or immune from every security threat. Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
9. Limitation of liability
9.1 Subject to Section 8.3 and to the fullest extent permitted by law, neither Neuroclusive nor an Organization is liable to the other for indirect or consequential loss or loss of profits. For claims brought by an Organization, Neuroclusive's total aggregate liability arising from the applicable order in any 12-month period is limited to the fees paid or payable under that order during that period.
9.2 Nothing in this Section limits an Individual's mandatory consumer rights or statutory data-protection rights and remedies. Those rights and remedies are unaffected.
9.3 Neuroclusive is not liable for an Organization's decisions or actions taken using a result under Section 3.3, or for an Individual's own sharing choices, except to the extent that loss was caused by Neuroclusive's breach of law or these Terms.
10. Indemnity
10.1 An Organization will indemnify Neuroclusive against third-party claims arising from the Organization's unlawful, discriminatory, or out-of-purpose use of results, or its breach of these Terms or applicable employment or data-protection law.
10.2 We will defend an Organization against a third-party claim that the Service, when used in accordance with these Terms, infringes that third party's intellectual property rights. This obligation is subject to Section 9 and to the Organization giving prompt notice, reasonable cooperation, and control of the defence and settlement to Neuroclusive.
10.3 Individuals are not required to indemnify Neuroclusive for ordinary personal use of the Service.
11. Term and termination
11.1 Individuals may close their profile at any time, which starts the applicable erasure and retirement process described in the Privacy Policy. Organization licences run for the period in the order form. Either party may terminate an Organization licence for an uncured material breach after 30 days' written notice, unless the breach cannot be remedied or immediate suspension is reasonably necessary for security or legal reasons.
11.2 Sections 3, 7, 8, 9, 10, and 12 survive termination to the extent needed to give them effect.
12. General
12.1 These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The state and federal courts located in Delaware have jurisdiction, without prejudice to mandatory Individual, consumer, employment, or data-protection rights that apply in another place.
12.2 We may update these Terms. We will give reasonable advance notice of a material change by email, an in-Service notice, or another appropriate channel. The updated version and effective date will appear on this page.
12.3 An Organization may not assign its agreement without our prior written consent. We may assign it as part of a reorganisation, merger, acquisition, or sale of substantially all relevant assets, provided the successor remains bound by it.
12.4 These Terms and the applicable order form are the entire agreement about the Service. If a provision is unenforceable, the remaining provisions stay effective. A delay in enforcing a right is not a waiver. Neither party is responsible for delay caused by events beyond its reasonable control.
12.5 Individual-facing provisions are intended to be readable. If a plain-language summary conflicts with these Terms, these Terms govern, but we will not rely on that rule to defeat an Individual's reasonable understanding of their control and rights.
13. Contact and company details
Questions about these Terms may be sent to legal@neuroclusive.com.
Neuroclusive, Inc.
Entity No. 10616925
74 E Glenwood Ave Unit #5761
Smyrna, DE 19977