Please read these Terms (the “Terms”) carefully and make sure you understand them, before accessing or using NXTSTIM, mobile applications, websites, content, devices, and other related services (collectively the “Services”). If you use the NXTSTIM APP it means that you have agreed this agreement; otherwise, you can always stop using the APP.

NXTSTIM is the world’s first cloud based smart neuromodulation product and services designed by NXTSTIM Inc. (“NXTSTIM Inc.”, “Application Provider”, or “we”). It should be used as a wellness device and not to replace any professional healthcare. We respect the rights of our Service users (including user privacy, user information, etc.) and make sure they are protected.

All the intellectual property rights (including copyrights, patent rights, trademarks, etc.) related to our Services belong to NXTSTIM Inc.

These Terms are the entire and exclusive agreement between NXTSTIM Inc. and you (including individuals, legal persons, or organizations, collectively “users” or “you”) regarding the Services. We may amend the Terms related to the Services from time to time. These Terms expressly supersede and replace any prior agreements or arrangements between NXTSTIM Inc. and you regarding the Services.

Your access and use of the Services constitutes your agreement to be bound by these Terms. Please read these Terms, including Disclaimers and Limitations of Liability, and Legal Restrictions, carefully and make sure you understand them, before accessing or using the Services. If you are under 18 you should read these Terms with the involvement of a parent or guardian. If you do not agree to these Terms, you may not access or use the Services. (If you have purchased the Services but do not agree to the Terms and wish to return, please check the Return Policy at the point of purchase.)

1. Terms Of Use

User Accounts

In order to use the Services/Devices/NXTSTIM APP, you must register for a personal user Services account (“Account”). Account registration requires you to submit certain personal information. While submitting you agree:

• The information submitted is accurate, complete, and up-to-date;
• Your use of the Services is legal.

You can deactivate your Account at any time according to our instructions. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You must inform us of any behavior that may be unauthorized, fraudulent, illegal, or in violation of the Terms. We shall not be liable for any damages, liability or losses arising out of your violation of the Terms.

2. End User License Agreement

License

Subject to your compliance with these Terms, the Application Provider grants you a limited, non- exclusive, non-sublicensable, revocable, non-transferrable license to:

• Access and use NXTSTIM on your personal device solely in connection with your use of the Services;
• Download, install and use the Service through any network.

Restrictions

The authorization granted to you by these Terms is subject to the following restrictions:

• You may not distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services for commercial use, except as expressly permitted by us or applicable law;
• You may not reproduce, modify, prepare derivative works based upon, decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;
• You may not use the Services for commercial purposes;
• You may not remove any copyright, trademark or other proprietary notices from any portion of the Services.

Ownership

NXTSTIM Inc. grants you the limited license explained above to download, access and useNXTSTIM APP; the Services and all rights therein are and shall remain NXTSTIM Inc.’sproperty or the property of NXTSTIM Inc.’s licensors.

Fees and Charges

We offer additional features that require fees. Therefore, we reserve the right to charge fees for certain features and you agree to pay all applicable fees if you use any of those features.

Through NXTSTIM, you may be able to access and use Services and Services operated by third parties (such as, a payment platform to request and/or make payments). If you use any of these third party products, you must agree to their terms and conditions, as well as pay any applicable fees required to use those products, and any information you agree to provide will be governed by that third party’s privacy policy.

By using the Services, you may receive e-mail or text messages on your phone, which may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply to your use of the Services.

3. User Content

NXTSTIM allows you to post content, including photos, comments, links, and other materials. Anything that you post or otherwise make available on our Services is referred to as “User Content”.

You retain all rights in, and are solely responsible for, the User Content you post, and the consequences of posting or publishing them.

You agree that all your User Content is bound by Term 4 Legal Restrictions.

Feedback

By submitting feedback and suggestions (“Feedback”), you grant a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to NXTSTIM Inc.

You agree that you will not submit to NXTSTIM any information that you deem non-disclosure and exclusive.

We may, but shall not be obligated to, review, monitor, or remove User Content, at our sole discretion and at any time and for any reason, without notice to you. According to Term 5, we reserve the right to keep your Account data or to terminate your Account.

4. Legal Restrictions

You agree to NOT provide User Content that is hateful, slanderous, violent, obscene, pornographic, threatening, defamatory, libelous, and unlawful; or that may infringe or violate any rights of any party; or for any purpose in violation of local, state, national or international

You agree that you will not:

• Attempt to disable, “hack” or otherwise interfere with the proper functioning of the Services;
• Try to interfere with any NXTSTIM user, host or network, for example by sending a virus, overloading, spamming or mail-bombing;
• Access, tamper with or use non-public areas of our systems or our technical providers’ systems;
• Collect or store personally identifiable information from NXTSTIM or its users without their permission;
• Break or circumvent our security measures or otherwise test the vulnerability of our systems or networks.

5. Change To Terms

We may revise these Terms from time to time when necessary. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Services after revisions become effective, it means you agree to be bound by the revised Terms.

NXTSTIM Inc. reserves the right to modify, discontinue, temporarily or permanently, the Services provided through NXTSTIM, or any part thereof, at any time, with or without notice, and takes no responsibility and assumes no liability for it.

Ending These Terms

These Terms shall become effective as your contractual agreement upon your use of the Services, and shall continue until your Account is terminated by you or us.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any or no reason, including but not limited to, if we reasonably believe:

1) You have violated these Terms or other rules;

2) You create risk or possible legal exposure for us;

3) Our provision of the Services to you is no longer viable.

If you or NXTSTIM Inc. terminates the Terms, or if NXTSTIM Inc. suspends your access to the Services, you agree that NXTSTIM Inc. shall have no liability or responsibility to you, and all your account’s information and User Content will be deleted.

6. Third Party

NXTSTIM Inc. offers software applications that are intended to be operated in connection with products made commercially available by Apple Inc., Google Inc., among other platforms (“Third Party Technology”).

NXTSTIM Inc. and you acknowledge that this Agreement is concluded between NXTSTIM Inc.and you only, and not with Third Party Technology.

You agree your license to use the Services is limited to a non-transferable license.

Third-Party Links, Sites, and Services

Our Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by NXTSTIM Inc. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from NXTSTIM, you do so at your own risk and you agree that we will have no liability arising from your use of or access to any third-party website, service, or content.

User Content by Others

NXTSTIM Inc. does not monitor, review, or edit User Content. NXTSTIM Inc. is not responsible for User Content nor does it endorse any opinion contained in User Content.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third parties. You agree that NXTSTIM Inc. will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

7. Indemnity

You agree to defend, hold harmless and indemnify NXTSTIM Inc. from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against NXTSTIM Inc. due to:

1) In connection with your use of NXTSTIM;

2) Resulting from your User Content;

3) Or your breach of any provision of these Terms.

Any such indemnification shall be conditioned on our:

1) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof;

2) cooperating with you in the defense or settlement thereof;

3) allowing you to control such defense or settlement.

We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

8. Disclaimers and Limitations of Liability

Please read this section carefully since it limits the liability of NXTSTIM Inc. and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “NXTSTIM Entities”).

The NXTSTIM Entities take no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Services. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

The NXTSTIM Entities disclaim and make no warranty or representation all responsibility and liability for:

1) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content;

2) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any content;

3) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services;

4) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

You bear sole responsibility for the consequences of using the Services if one of the following circumstances applies:

1) Have a pacemaker, ICD or other implantable medical devices;

2) Have an artificial heart, lung or other life-supporting medical devices;

3) Using an ECG machine or other similar medical devices.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NXTSTIM ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

1) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES;

2) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;

2) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES;

3) ANY CONTENT OBTAINED FROM THE SERVICES;

4) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

9. Notices

You must have an active e-mail address in order to receive notifications. You must promptly notify us of any change in your e-mail address. We take no responsibility for your failure to update or change an incorrect or invalid e-mail address. You understand and agree that all notices shall be deemed to have been provided to you if they were e-mailed to the e-mail address we have for you in our records.

Any notice to you will be effective when we send it to the last email you provided.

10. Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of The United States of America.

In the event of a dispute, controversy or claim arising out of or in relation to the Agreement, including but not limited to the formation, validity, breach or termination thereof, the Parties shall attempt to solve the matter amicably in mutual negotiations. However, when an amicable settlement between Parties is not available, the dispute shall be finally solved in the court located in the registered place of NXTSTIM Inc.

11. Waiver and Severability

The failure of NXTSTIM Inc. to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

12. Entire Agreement

The section titles in these Terms are for convenience only and have no legal or contractual effect.

You may not assign or delegate any rights or obligations under these Terms of Service withoutNXTSTIM Inc.’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.