NIMBUS BCI PYTHON SDK — SOFTWARE LICENSE AGREEMENT

Copyright (c) 2024–2026 Nimbus BCI Inc. All rights reserved.

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1. OVERVIEW
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This Software License Agreement ("Agreement") governs use of the Nimbus BCI
Python SDK, including source code, compiled extensions, documentation, and
benchmark tooling (collectively, the "Software").

The Software is **proprietary**. Nimbus BCI Inc. ("Nimbus BCI") retains all
rights not expressly granted herein. Nothing in this Agreement transfers any
ownership of intellectual property to you.

This Agreement grants rights under **two tracks** that operate in parallel:

  - **Section 3 — Non-Commercial License (No-Cost, Self-Executing).**
    Available to anyone meeting the eligibility criteria, with no
    registration, email, or license key required. Use, modification, and
    non-commercial distribution are permitted for Non-Commercial Use.
    Attribution is requested as a community norm (see Section 4) but is
    not a condition of this license.

  - **Section 5 — Commercial Licenses (Paid).**
    Required for any use that is not a Non-Commercial Use. Contact
    hello@nimbusbci.com to obtain a commercial license appropriate to your
    use case.

If you do not qualify under Section 3 and have not executed a separate
written commercial license with Nimbus BCI under Section 5, you have no
right to use the Software.

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2. DEFINITIONS
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  - **"Non-Commercial Use"** means use of the Software solely for:
      (a) research, scholarship, or teaching conducted at, or under the
          auspices of, an accredited academic institution, government
          research laboratory, or recognized non-profit research
          organization; OR
      (b) personal learning, hobby, or scientific curiosity, where the
          Software is not used, directly or indirectly, in or for the
          benefit of a commercial product, service, or business activity.

    "Non-Commercial Use" does **not** include any activity that is funded
    by, performed under contract for, or intended to produce revenue for a
    commercial entity, including sponsored research with for-profit
    sponsors, internal R&D inside a for-profit company, or product
    development of any kind.

  - **"Commercial Use"** means any use of the Software that is not a
    Non-Commercial Use, including without limitation: use inside a
    for-profit company; use in a paid product, service, or SaaS offering;
    internal business operations; sponsored or fee-for-service research;
    consulting; and inclusion in or bundling with a commercial product.

  - **"Academic Publication"** means a peer-reviewed paper, preprint
    (e.g., arXiv, bioRxiv), conference proceedings article, thesis, or
    similar scholarly work made publicly available.

  - **"Attribution"** means citing the Software in accordance with
    Section 4.

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3. NON-COMMERCIAL LICENSE (NO-COST, SELF-EXECUTING)
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Subject to the terms of this Agreement, Nimbus BCI grants you a
worldwide, no-cost, non-exclusive, non-transferable, revocable license
to:

  (a) install, copy, run, and modify the Software, and to make
      derivative works of it, for Non-Commercial Use;

  (b) reproduce, distribute, and publicly post the Software, in whole
      or in part, and your derivative works, **solely for Non-Commercial
      Use and solely at no charge**, provided that each copy or
      substantial portion of the Software:
        (i)   retains this LICENSE.txt file unchanged;
        (ii)  includes all copyright, patent, trademark, and
              attribution notices present in the Software; and
        (iii) if it is a derivative work, prominently states that it is
              a derivative of the Nimbus BCI Python SDK and links to
              https://nimbusbci.com.

  Nothing in this Section 3 authorizes distribution for a fee, or any
  use or distribution that is a Commercial Use.

This license is **self-executing**: no email, registration, license key,
or proof of affiliation is required to exercise it. Attribution in the
form of a citation is requested in Section 4 as a community norm, not a
legal condition.

  Non-commercial patent grant. To the extent that any Nimbus BCI-owned
  patent claims are necessarily infringed by making, using, modifying,
  or distributing the Software as permitted under this Section 3 solely
  for Non-Commercial Use, Nimbus BCI grants you a non-exclusive,
  worldwide, royalty-free, non-transferable, non-sublicensable patent
  license to do so. This patent license does not cover (i) any
  modification of the Software that is not permitted under this Section
  3, (ii) any use that is a Commercial Use, or (iii) any combination of
  the Software with other software or hardware where the combination
  itself necessarily infringes a Nimbus BCI patent claim that the
  Software alone would not. If you institute patent litigation against
  Nimbus BCI (or a cross-claim or counterclaim in a lawsuit) alleging
  that the Software, a Nimbus BCI patent, or both directly or
  indirectly infringes any patent, then any patent licenses granted to
  you under this Section 3 for the Software terminate automatically as
  of the date the litigation is filed.

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4. ATTRIBUTION AND CITATION (COMMUNITY NORM, NOT A LICENSE CONDITION)
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Attribution is **not** a contractual condition of the Non-Commercial
License in Section 3. You do not lose your license by omitting a
citation. However, Nimbus BCI is a small team and the SDK is provided
at no cost for non-commercial use; **citation is how that work is
recognized and is therefore strongly requested**, as follows:

  (a) **Citation in Academic Publications.** If you write an Academic
      Publication that uses the Software, reports results produced with
      the Software, or is based on methods implemented in the Software,
      please cite it. Use the canonical citation in `CITATION.cff` at
      the root of this repository (or, if no `CITATION.cff` is present,
      cite the Software as: "Nimbus BCI Python SDK, Nimbus BCI Inc.,
      https://nimbusbci.com, version <version you used>").

  (b) **Notice in derivative artifacts.** If you publicly distribute a
      derivative work (e.g., a fork, a notebook collection, a dataset
      produced with the Software), please prominently state "Built with
      the Nimbus BCI Python SDK" and link to https://nimbusbci.com.
      (This is required for distributions under Section 3(b)(ii) above;
      it is requested, not required, for distributions you make under a
      separate written commercial license.)

  (c) **Retention of notices.** You must retain all copyright, patent,
      trademark, and attribution notices present in the Software. This
      is a condition of the license (Section 3(b)(ii)) and survives
      independent of this Section 4.

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5. COMMERCIAL LICENSES (PAID, SEPARATE AGREEMENT)
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Any Commercial Use of the Software requires a separate written commercial
license agreement with Nimbus BCI. The commercial tiers below describe
typical offerings; exact terms, fees, and scope are set in the applicable
commercial agreement you sign.

  TIER              TYPICAL USE CASE
  --------------------------------------------------------------------------
  Startup           Companies with less than US $1M annual revenue;
                    single product; standard email support.
  Commercial        Full production rights for commercial applications;
                    unlimited products within the licensed organization;
                    priority technical support.
  Enterprise        Unlimited deployments across the organization; SLA
                    guarantees; on-premise options; custom feature
                    development; training and onboarding.
  OEM / Embedded    Medical devices and embedded systems; FDA regulatory
                    documentation package; white-label and redistribution
                    rights; extended warranty; design review support.

To obtain a commercial license: hello@nimbusbci.com or
https://nimbusbci.com/dashboard.

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6. THINGS YOU MAY NOT DO
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You may NOT:

  1. Use the Software for any Commercial Use without an active
     commercial license agreement under Section 5.

  2. Sublicense, rent, lease, sell, resell, or otherwise distribute the
     Software for a fee, in whole or in part. (Distributing the Software
     or your derivative works at no charge for Non-Commercial Use is
     permitted under Section 3; everything else requires a commercial
     license.)

  3. Remove, alter, or obscure any copyright, patent, trademark, or
     attribution notices on or in the Software.

  4. Institute patent litigation against Nimbus BCI alleging that the
     Software or a Nimbus BCI patent infringes any patent (doing so
     automatically terminates the patent license granted in Section 3,
     as described there).

  5. Use the Software in any manner that violates applicable laws or
     regulations, including applicable export-control laws.

  6. Use the Software for any life-critical, safety-critical, or
     medical-diagnostic purpose without appropriate regulatory
     clearances and a valid OEM/Embedded License.

  7. Share, publish, or expose any API keys, license keys, or
     authentication credentials issued by Nimbus BCI.

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7. INTELLECTUAL PROPERTY
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The Software, including all algorithms, methods, designs, and
implementations, is and remains the exclusive property of Nimbus BCI Inc.
This Agreement does not transfer any ownership rights to you.

The Software contains proprietary Bayesian inference algorithms
including, but not limited to:
  - Bayesian Linear Discriminant Analysis (LDA) with conjugate
    Normal-Inverse-Wishart priors and multivariate Student's-t posterior
    predictive;
  - Bayesian Quadratic Discriminant Analysis (QDA);
  - Polya-Gamma Variational Inference for Bayesian Softmax regression;
  - Structural Time Series (STS) classification via Extended Kalman
    Filter with persistent latent state;
  - Bayesian Active Learning by Disagreement (BALD) on the conjugate and
    variational posteriors;
  - Real-time streaming inference, online `partial_fit` updates, and
    label-free calibration-stopping methods.

These algorithms constitute valuable trade secrets and copyrighted works
of Nimbus BCI Inc.

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8. CONFIDENTIALITY
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To the extent the Software is distributed in source form (e.g., for
reproducibility or internal use), you acknowledge that the source code
contains confidential and proprietary information. You agree to:

  1. Maintain the confidentiality of any non-public source code to the
     extent permitted under Section 3;
  2. Use at least the same degree of care to protect the Software as you
     use to protect your own confidential information;
  3. Not publicly disclose source code in a manner inconsistent with
     Section 3.

For the avoidance of doubt: public posting, reproduction, or
distribution of the Software (verbatim or as modified) that is
expressly authorized under Section 3 is **not** a breach of this
Section 8. The Software's source-available distribution model is a
feature, not a bug — Section 8 protects genuinely non-public materials
(e.g., unreleased source shared under NDA), not the Software itself.

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9. DATA PRIVACY
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The Software processes EEG and neurophysiological data locally on your
systems. Nimbus BCI does not collect, store, or have access to your
research data or subject data.

The Software may transmit to Nimbus BCI servers (only when a license
key is configured): license key validation requests, aggregated usage
metrics (e.g., inference counts), and software version/platform
information for compatibility checks.

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10. WARRANTY DISCLAIMER
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THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

NIMBUS BCI DOES NOT WARRANT THAT:
  - The Software will meet your specific requirements;
  - The Software will be uninterrupted, timely, secure, or error-free;
  - Any results obtained from the Software will be accurate or reliable;
  - Any errors in the Software will be corrected.

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11. MEDICAL DEVICE DISCLAIMER
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IMPORTANT: THE SOFTWARE IS NOT A MEDICAL DEVICE.

The Software has NOT been cleared or approved by the U.S. Food and Drug
Administration (FDA), the European Medicines Agency (EMA), or any other
regulatory body for use as a medical device.

The Software is intended for RESEARCH AND DEVELOPMENT PURPOSES ONLY and
must NOT be used for:
  - Clinical diagnosis or treatment of patients;
  - Medical decision-making or patient care;
  - Any application where failure could result in death or personal
    injury.

Use of the Software for medical or clinical purposes requires
appropriate regulatory clearances (510(k), CE Mark, etc.), a valid
OEM/Embedded License with regulatory support, and independent
validation and verification.

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12. LIMITATION OF LIABILITY
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

IN NO EVENT SHALL NIMBUS BCI INC., ITS AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
  - Loss of profits, revenue, or business opportunities;
  - Loss of data or research results;
  - Business interruption;
  - Cost of substitute goods or services;

WHETHER ARISING FROM CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY
OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NIMBUS BCI'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

  - **For Non-Commercial Use (Section 3):** One Hundred U.S. Dollars
    (US $100), consistent with the no-cost nature of that grant and
    with the long-standing convention for free-of-charge software.

  - **For Commercial Use (Section 5):** The total amount paid by you
    to Nimbus BCI for the Software in the twelve (12) months preceding
    the event giving rise to the claim, or such higher figure as is
    set out in the written commercial agreement executed between you
    and Nimbus BCI. If your commercial agreement specifies a different
    cap, that cap controls and supersedes this Section.

The foregoing caps apply even if a remedy fails of its essential
purpose.

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13. TERM AND TERMINATION
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This license is effective until terminated. Nimbus BCI may terminate
your license under this Agreement (whether the Non-Commercial License in
Section 3 or a commercial license under Section 5) immediately if you
breach any material term of this Agreement and, where the breach is
curable, fail to cure it within thirty (30) days of written notice.
Termination of the patent license under Section 3 occurs automatically
upon the events specified in Section 3.

Upon termination:
  1. You must cease all use of the Software;
  2. You must destroy all copies of the Software in your possession or
     control, except that you may retain verbatim copies strictly to
     support the reproducibility of an Academic Publication already
     published, and except for archival copies you are required to keep
     under applicable law; and
  3. You must certify in writing, if requested, that you have complied.

Termination does not affect the rights of any downstream recipient who
received the Software (or a permitted derivative work) directly from
you under Section 3 before the termination event, so long as that
recipient remains in compliance with this Agreement. (This is the
reciprocal of the "non-exclusive" nature of the grant: your breach ends
your rights going forward, but does not retroactively unwind
permissible distributions you already made.)

Sections 7 (Intellectual Property), 8 (Confidentiality), 10 (Warranty
Disclaimer), 11 (Medical Device Disclaimer), 12 (Limitation of
Liability), and 14 (Governing Law) survive termination.

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14. GOVERNING LAW AND JURISDICTION
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This Agreement is governed by and construed in accordance with the laws
of the State of Delaware, United States, without regard to its conflict
of laws principles.

Any disputes arising under this Agreement shall be resolved exclusively
in the state or federal courts located in Delaware. You consent to the
personal jurisdiction of such courts.

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15. EXPORT COMPLIANCE
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The Software may be subject to U.S. export control laws and regulations.
You agree to comply with all applicable export laws and not to export or
re-export the Software to any prohibited countries, entities, or persons.

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16. ENTIRE AGREEMENT; AMENDMENT; NO RETROACTIVE REDUCTION
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This Agreement is the entire agreement between you and Nimbus BCI
regarding the Software and supersedes all prior agreements and
communications regarding the Software.

Nimbus BCI may amend this Agreement for future releases of the Software.
The version of the Agreement that ships with the copy of the Software
you obtained governs your use, unless you obtain a separate written
commercial license that supersedes it.

**No retroactive reduction.** Nimbus BCI will not, in any future version
of this Agreement, reduce the Non-Commercial Use rights granted under
this Section 3 for any copy of the Software that you obtained under
this version (v2.1). Specifically:
  - The right to install, copy, run, modify, and make derivative works
    of the Software for Non-Commercial Use;
  - The right to reproduce and distribute the Software and your
    non-commercial derivative works at no charge, under the conditions
    of Section 3;
  - The non-commercial patent license described in Section 3;

shall remain available to you for that copy of the Software under the
terms of this version (v2.1), even if a later version of this
Agreement is more restrictive. This is a promise to the community on
which the Software's adoption depends, and it survives any amendment.

Nothing in this Section prevents Nimbus BCI from changing the license
terms of *future* releases of the Software.

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17. CONTACT
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Nimbus BCI Inc.
588 El Camino Real
Santa Clara, CA 95050
United States

Email:          hello@nimbusbci.com
Website:        https://nimbusbci.com
Documentation:  https://docs.nimbusbci.com

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By installing, copying, or otherwise using the Software, you acknowledge
that you have read this Agreement, understand it, and agree to be bound
by its terms.

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Last Updated: June 2026
Version: 2.1

© 2024–2026 Nimbus BCI Inc. All rights reserved.
