Neurometric® Technology License Agreement (International Version)

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING NEUROMETRIC® TECHNOLOGY.

This Technology License Agreement ("Agreement") is entered into between Vanaya NeuroTech, a company duly established and existing under the laws of the Republic of Indonesia ("Licensor"), and the individual or entity accepting these terms through Licensor’s website ("Licensee"). This Agreement governs Licensee’s rights to access and use the Agile Neuro-Index under Licensor’s proprietary Neurometric® Technology. By clicking "I Agree," Licensee accepts all terms and enters into a binding contract without the need for handwritten signature.

1. Grant of License
Licensor grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable license to access and use the Agile Neuro-Index feature of Neurometric® Technology solely for internal assessment and development purposes in the agreed market region. This license excludes other Neurometric® modules such as Talent-Fit and Culture-Synchrony unless otherwise agreed in writing.

2. Financial Terms
2.1 Licensee shall pay:
• A one-time Initial Licensing Fee and EEG Device procurement charges;
• An Annual License Renewal Fee each year;
• Ongoing Subscription Fees based on actual or minimum monthly report generation volume (whichever is higher), according to the License Class tier.
2.2 Licensee acknowledges that the minimum monthly quota is chargeable regardless of actual usage. Quota overage shall be charged separately.
2.3 Subscription fees commence thirty (30) days after license activation or upon training and device delivery, whichever comes first.

3. Report Branding and Attribution
All generated reports must contain:
• Licensor’s logo;
• Licensee’s logo (optional);
• The following legal attribution:
“This report is powered by Neurometric® Technology licensed from Vanaya NeuroTech. All interpretations, conclusions, and client-related applications are the sole responsibility of the issuing Licensee.”
Licensor reserves the right to suspend branding use or revoke license access if Licensee’s delivery risks reputational or legal harm to Licensor.

4. Payment Default and Reinstatement
Failure to pay any due fee within thirty (30) days will trigger automatic suspension. A further ten (10) business days shall be granted before termination. Reactivation, if permitted, is subject to Licensor’s discretion.

5. Compliance
Licensee assumes full legal responsibility for local compliance, including:
• Regulatory approvals on neuro-assessment tools;
• Data protection, informed consent, and digital security laws;
• Professional certification, if required.

6. Liability and Indemnification
Licensor shall not be liable for any indirect, consequential, or third-party claims related to Licensee’s use, interpretation, or delivery of Neurometric® outputs. Licensee agrees to fully indemnify Licensor against any such claims.
Licensor’s total liability shall not exceed the total fees paid by Licensee in the twelve (12) months prior to the event giving rise to the claim.

7. Intellectual Property Protection
Licensor retains all rights in its software, assessments, data models, methods, algorithms, and trademarks. Licensee shall not:
• Reproduce, repurpose, or resell any Neurometric® materials;
• Alter report structures or system workflows;
• Develop competing technologies using Vanaya intellectual assets.
Breach of this clause entitles Licensor to injunctive and equitable relief without bond.

8. Data Policy and Subprocessors
Raw EEG inputs are processed securely via approved third-party vendors including:
• AWS Cloud (hosting),
• Emotiv Inc. (device manufacturer),
• Licensed security service providers.
Vanaya retains ownership of raw EEG signal data for platform calibration and R&D. Licensees retain use rights to generated outputs.

9. Term and Termination
9.1 Termination for Breach: Either Party may terminate upon 30 days’ written notice following unremedied material breach.
9.2 Termination for Convenience: Licensor may terminate at any time with 30 days’ notice.
9.3 Effect of Termination: Upon termination, Licensee shall cease access and destroy or return all confidential content.
9.4 Survival: Provisions relating to IP, Confidentiality, Indemnity, and Limitation of Liability shall survive termination.

10. Governing Law and Venue
This Agreement shall be governed by the laws of the Republic of Indonesia. All disputes shall be resolved by binding arbitration under the BANI Rules, seated in Jakarta.

11. Force Majeure
Neither Party shall be held liable for failure to perform obligations due to unforeseen events outside their control, including natural disasters, war, terrorism, or governmental acts.

12. Confidentiality
Licensee agrees to preserve strict confidentiality over all non-public information obtained through this relationship, including Vanaya’s assessment methodologies and neurotechnology systems.

13. Export Controls
Licensee shall comply with all export control laws applicable in its jurisdiction and prevent unauthorized cross-border data flows.

14. No Assignment
Licensee may not assign this Agreement or sublicense any rights without prior written consent of Licensor.

15. Audit Rights
Licensor may audit Licensee’s systems, usage, and records related to this Agreement with five (5) business days’ notice.

16. Updates and Modifications
Licensor may revise this Agreement with 30 days' prior notice. Continued use constitutes acceptance of such revisions.

17. Language
This Agreement is made in English. In case of translation, the English version prevails.

18. Entire Agreement
This Agreement represents the full understanding and supersedes all prior agreements. No waiver shall be enforceable unless in writing.

Clickwrap Consent:
By checking the box and continuing, Licensee affirms full acceptance of this Agreement, including Vanaya’s Privacy Policy and Website Terms of Use.

Privacy Policy:
Refer to full Privacy Policy available at www.vanaya.co/privacy. Effective: May 29, 2025

VANAYA NEUROTECH PRIVACY POLICY

Effective Date: May 28, 2025

This Privacy Policy is published electronically on Vanaya NeuroTech's website and applies to all visitors, users, and Technology Licensees who access or use Vanaya's Neurometric™ technology and services. By proceeding with any subscription, license acquisition, or use of our services, users acknowledge that they have read, understood, and agreed to this Privacy Policy. No physical meeting or manual signature is required.

This Privacy Policy is separate and distinct from the Technology License Agreement.
This Policy complies with applicable data protection laws in Indonesia (UU PDP 2022).

1. Scope
This Privacy Policy applies to all services provided by Vanaya NeuroTech, including:
• Licensing of Neurometric™ technology to Technology Licensees;
• Brain assessments using EEG devices (e.g., Emotiv Epoc-X);
• Access to websites and digital platforms operated by Vanaya.

Principal-Reseller Relationship: Vanaya NeuroTech acts as the principal and technology owner. Technology Licensees act as authorized resellers with limited rights to use, distribute, and deliver Neurometric™ reports under strict compliance with Vanaya's standards.
Vanaya reserves the right to periodically audit Licensee's data handling and privacy practices to ensure compliance.

2. Data We Collect
We may collect the following types of information:
• Brain Data: Neuroelectrical signals captured through EEG devices.
• Assessment Data: Responses to psychometric surveys.
• Personal Data: Name, email, gender, job title, organizational affiliation.
• Device and Interaction Data: IP address, device type, browser information, access logs.

3. Purpose of Data Collection
We process collected data for the following purposes:
• To generate personalized and organizational Neurometric™ reports;
• To improve Vanaya’s Neurotech and AI algorithms;
• To support anonymized scientific research and product development;
• To manage licensing operations and contractual obligations.
All scientific research uses fully anonymized data.

4. Legal Basis for Processing
We rely on the following lawful bases:
• Consent: Each respondent signs an informed consent form before participation;
• Contractual Necessity: Fulfillment of licensing agreements with Technology Licensees;
• Legitimate Interests: Securing and improving our services and technological offerings.

Licensees are solely responsible for obtaining valid, informed consent from all respondents prior to any data collection activities involving Neurometric™ assessments.

5. Data Protection and Security
Vanaya implements robust security measures:
• End-to-end encryption of all stored and transmitted data;
• Multi-layer authentication and role-based access control;
• Regular third-party cybersecurity audits;
• Anonymization and pseudonymization where applicable.

Licensees are contractually obligated to uphold these same standards. Licensees must ensure that all EEG devices used for Neurometric™ assessments are properly secured, maintained, and operated according to the manufacturer’s maintenance standards.

6. Data Retention and Deletion
• Personal identifiable information (PII) is retained for 24 months post-termination;
• Brain and analytical data are retained for 5 years in anonymized form;
• After expiration, data are permanently deleted or fully anonymized.
• Data retained for research will be anonymized at the point of retention.

7. Data Sharing and Disclosure
We do not sell or rent data. We may share anonymized data with:
• Accredited research institutions;
• Authorized subprocessors (EEG service centers, cybersecurity vendors);
• Legal authorities, where mandated by law.

An updated list of authorized subprocessors is available upon request.
Licensees must immediately notify Vanaya of any suspected or actual data breach within 48 hours. Licensees shall promptly forward any data subject rights requests (withdrawal of consent or deletion) to Vanaya NeuroTech within 5 business days.

8. Respondent Rights
Respondents have the right to:
• Receive the final Neurometric™ report generated from their brain assessment;
• Withdraw consent at any time without affecting prior lawful processing.

Respondents are not entitled to access, request correction, or obtain raw brain data or intermediate analytical data stored on Vanaya’s cloud servers.
Requests for withdrawal of consent or deletion of data must be submitted directly to the relevant Technology Licensee managing the respondent’s data in their respective jurisdiction. Vanaya NeuroTech does not directly process or respond to individual data subject requests.

9. International Transfers
Where data is transferred outside Indonesia or Singapore (e.g., cloud hosting), Vanaya ensures:
• Compliance with relevant data protection laws;
• Implementation of Standard Contractual Clauses or equivalent safeguards.

10. Children's Privacy
Our services are not intended for individuals under 18 years old. No data from minors will be collected without verifiable parental consent.

11. Intellectual Property Rights
All Neurometric™ technologies, brain analytics models, and generated reports remain the exclusive intellectual property of Vanaya NeuroTech. No transfer of ownership to Licensees or Respondents occurs.

12. Updates to this Privacy Policy
Vanaya may update this Privacy Policy periodically. Updates will be posted on our website with a new effective date. Users are advised to review this Policy regularly.

13. Governing Law and Dispute Resolution
This Privacy Policy is governed by:
• Primary Jurisdiction: Laws of the Republic of Indonesia;
Any disputes shall be resolved:
• In the courts of South Jakarta;

14. Contact Information
For any inquiries about this Privacy Policy or data protection practices, please contact:
Vanaya NeuroTech
Grha Vanaya Jl Raya Ragunan Kav P1 Jakarta 12540 INDONESIA
Email: privacy@vanaya.co