1. Who we are and what this agreement covers#
1.1 This End User License Agreement (this "Agreement") is a legal contract between you and Narbis, Corp., a Delaware corporation ("Narbis", "we", "us" or "our").
1.2 This Agreement governs your use of the Narbis software, which we call the "Software". The Software includes:
a. the Narbis mobile applications for iOS and Android and any Narbis desktop application (the "Apps");
b. the firmware embedded in or delivered to Narbis hardware, including the Narbis Smart Glasses (the "Smart Glasses") and Narbis Edge ("Edge");
c. the Narbis Edge software development kit (the "Edge SDK"); and
d. any documentation, sample code, updates, upgrades and patches that we make available for the items above.
1.3 The Smart Glasses are EEG neurofeedback glasses with electrochromic lenses and are sold internationally, but not in the European Economic Area, the United Kingdom or Switzerland. Edge is a heart rate variability biofeedback product and is certified and sold in the United States and Canada only. Nothing in this Agreement makes Edge available outside the United States and Canada, and nothing in it makes any Narbis product or the Software available in the European Economic Area, the United Kingdom or Switzerland. See the section titled "Export control, sanctions and territories we do not serve".
1.4 This Agreement covers the Software only. Your purchase of hardware is governed by the Terms of Sale and the Limited Warranty, your subscription by the Subscription Terms of Service, your use of the Narbis websites by the Website Terms of Use, safe use of the hardware by the Hardware Warnings and Safety Information, and the way we handle your personal information by the Privacy Policy, each published at narbis.com. Where this Agreement conflicts with the Privacy Policy on a question of personal information, the Privacy Policy controls.
2. Wellness scope and what the Software is for#
2.1 The Software delivers general wellness training. The Smart Glasses and the Apps present EEG neurofeedback that is intended to help you practice sustained attention and a relaxed, focused state. Edge and the Apps present heart rate variability biofeedback that is intended to help you practice paced breathing and stress management. The Software records signals from a Sensor Device, computes metrics from those signals, and presents them back to you as feedback, session summaries and trends.
2.2 THE NARBIS PRODUCTS ARE GENERAL WELLNESS PRODUCTS. THEY ARE NOT MEDICAL DEVICES. THEY ARE NOT CLEARED OR APPROVED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION OR BY ANY OTHER REGULATOR, AND THEY ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, MITIGATE OR PREVENT ANY DISEASE OR CONDITION.
2.3 The Software is not a substitute for professional medical, psychological or other clinical advice. Do not use it to make a diagnosis, to decide whether to start, stop or change any treatment or medication, or in place of consulting a qualified professional. If you have a medical condition, are pregnant, have a history of seizures, or are being treated for a neurological or psychiatric condition, speak to your clinician before you begin training.
2.4 Narbis makes no promise that any particular person will achieve any particular result. Individual responses to neurofeedback and biofeedback training vary.
3. Acceptance, eligibility and changes#
3.1 You accept this Agreement by installing, downloading, activating or using the Software, by pairing a Sensor Device, or by clicking to accept where that option is presented. If you do not agree, do not install or use the Software.
3.2 Only an adult aged 18 or over may accept this Agreement and create a Narbis account. An account holder may add a trainee aged 6 or over to their account. Where the trainee is under 13, we obtain verifiable parental consent from the account holder before any Neurophysiological Data is collected from the trainee. Where the trainee is in the European Economic Area or the United Kingdom and is under the age of digital consent in their country, which ranges from 13 to 16, we obtain and take reasonable steps to verify consent from the holder of parental responsibility.
3.3 Compatible third party Sensor Devices are subject to their own manufacturer's minimum age requirement, which may be higher than the Narbis minimum. Where a manufacturer sets a higher minimum age, that higher age applies to any use of that device with the Software, and Narbis does not permit a trainee below that age to pair it.
3.4 If you accept this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "you" means that organization.
3.5 We may change this Agreement. If a change is material, we will give you notice through the Apps or by email at least 30 days before it takes effect, except where a shorter period is needed to comply with law or to address a security issue. Continued use of the Software after the change takes effect is acceptance of the changed terms. If you do not accept a change, your remedy is to stop using the Software and, where applicable, to cancel under the Subscription Terms of Service.
4. Definitions used in this Agreement#
4.1 "Sensor Device" means any Narbis or third party device that measures Neurophysiological Data for use with the Software, including the Smart Glasses, Edge, the Narbis ear clip, and compatible third party EEG headbands and heart rate sensors.
4.2 The following definitions are used consistently across the Narbis legal documents:
"Neural Data" means information generated by measuring the activity of your central or peripheral nervous system, and that is not inferred from nonneural information. For Narbis this means the electroencephalographic (EEG) signal recorded by the Smart Glasses or by a compatible EEG headband, together with the frequency band values computed directly from that signal.
"Cardiac Data" means the photoplethysmographic (PPG) or electrocardiographic signal recorded by the Narbis ear clip or by a compatible heart rate sensor, the interbeat intervals derived from it, and heart rate variability values computed from those intervals.
"Derived Metrics" means the scores, indices, states and summaries that we compute from Neural Data or Cardiac Data, including coherence scores, engagement or focus indices, reward rate, session summaries and longitudinal trends.
"Neurophysiological Data" means Neural Data, Cardiac Data and Derived Metrics together.
5. License grant#
5.1 Subject to your compliance with this Agreement, Narbis grants you a personal, non exclusive, non transferable, non sublicensable, revocable, limited license to install and use the Software in object code form, for your own personal, non commercial wellness purposes, and only in connection with Narbis hardware that you own or control and with Sensor Devices that Narbis has designated as compatible.
5.2 The license covers the number of copies and devices reasonably needed for your own use and for trainees on your account. It does not permit use by anyone outside your household or organization unless we agree in writing.
5.3 Practitioners who use Narbis products with clients or patients are licensed under the Practitioner Terms, not under this Agreement. If you are a Practitioner, the Practitioner Terms govern and this Agreement applies only to your own individual use.
5.4 The Software is licensed, not sold. Narbis and its licensors retain all rights not expressly granted in this Agreement. No rights are granted by implication or estoppel.
6. Firmware and over the air updates#
6.1 The Smart Glasses and Edge run firmware that Narbis licenses to you on the terms of this Agreement. The firmware license is granted only for use on the specific unit of Narbis hardware on which the firmware is installed, and it transfers with that unit if you transfer the hardware.
6.2 Firmware, App and Software updates are delivered over the air to your hardware and through the Apps and the app stores. You agree to receive automatic updates. By using the Software you consent to Narbis downloading and installing updates, including firmware updates delivered over the air, without further notice to you.
6.3 Updates may add, change or remove features, change how the hardware behaves, correct defects, address security issues or maintain compatibility. Some updates are required for the Software or the hardware to keep working. If you decline or block a required update, the Software or the hardware may stop working correctly or at all, and Narbis is not responsible for that outcome.
6.4 Narbis does not promise that updates will be provided for any minimum period, except where a minimum support period is required by law in your jurisdiction, in which case that period applies.
6.5 You must not install, load or run firmware on Narbis hardware other than firmware supplied or authorized by Narbis, and you must not prevent, interfere with or roll back an update in a way that circumvents a security control.
7. Restrictions on your use#
You must not, and must not permit any other person to:
a. copy, reproduce, publish, distribute, sell, rent, lease, lend, sublicense, host, or make the Software available to any third party, including through a service bureau, time sharing or managed service arrangement;
b. reverse engineer, decompile, disassemble, decrypt, extract or otherwise attempt to derive the source code, algorithms, signal processing methods, model weights or underlying structure of the Software, except to the exact extent that this restriction is unenforceable under applicable law, and in that case only after you have given written notice to info@narbis.com and given Narbis a reasonable opportunity to provide the information you need;
c. modify, adapt, translate or create derivative works of the Software, or merge it into other software;
d. circumvent, disable, bypass or interfere with the sensor pairing, device authentication, license enforcement, signal integrity or security features of the Software or the hardware, including by pairing a Sensor Device that Narbis has not designated as compatible, by spoofing a Sensor Device, or by injecting simulated or recorded signals in place of a live measurement;
e. use the Software, its outputs, its documentation, or any benchmarking or performance information about it to design, develop, train, market or provide a product or service that competes with any Narbis product or service;
f. remove, obscure or alter any copyright, trademark or other proprietary notice in or on the Software;
g. use any robot, scraper, automated script or bulk extraction method against the Software or any Narbis application programming interface, other than through the Edge SDK as licensed in this Agreement;
h. use the Software to diagnose, treat, cure, mitigate or prevent any disease or condition, or in any application where failure could result in death, personal injury, or environmental or property damage;
i. use the Software for the benefit of any third party on a commercial basis, or to provide neurofeedback or biofeedback services to clients or patients, unless you are licensed under the Practitioner Terms;
j. collect Neurophysiological Data from any person who has not consented, or from a trainee under 13 without verifiable parental consent from the account holder; or
k. use the Software in breach of any applicable law, or in breach of the export control and sanctions requirements in this Agreement.
8. Narbis Edge SDK#
8.1 Non commercial use is free. Narbis grants you a worldwide, royalty free, non exclusive, non transferable, revocable license to use the Edge SDK, and to build and run applications with it, for non commercial purposes at no charge. Non commercial purposes include personal projects, hobbyist work, evaluation, classroom teaching, and academic or scientific research that is not conducted for commercial gain.
8.2 Commercial use requires prior written approval. Any commercial use of the Edge SDK requires Narbis prior written approval, obtained before the commercial use begins. Commercial use means any use that is intended for or directed towards commercial advantage or monetary compensation, including:
a. distributing, selling, licensing or offering an application, product or service built with the Edge SDK, whether paid, free, ad supported or bundled;
b. using the Edge SDK internally in a business to deliver a product or service to customers, clients or patients;
c. using the Edge SDK in sponsored or contract research, or in research whose results are licensed or sold; and
d. using the Edge SDK in any product or service that is itself offered on commercial terms.
8.3 How to request approval. Send your request to info@narbis.com. Describe the intended application, the territory, the categories of user, whether Neurophysiological Data will be collected and how it will be handled, and the expected commercial model. Narbis will respond in writing. Approval is at Narbis discretion, may be granted subject to conditions including a separate commercial agreement and fees, and is effective only when Narbis gives it in writing. Silence, delay, a verbal statement, or a statement by a Narbis employee who is not authorized to contract, is not approval.
8.4 Edge is certified and sold in the United States and Canada only. An Edge SDK application must not be built, distributed or operated in a way that offers or implies Edge availability outside the United States and Canada.
8.5 You must not redistribute the Edge SDK itself, or any part of it, as a standalone development kit, and you must not publish Narbis credentials, keys or endpoints obtained through it. You may distribute the compiled runtime components of the Edge SDK only as embedded in your own application and only under the license granted here.
8.6 If you collect Neurophysiological Data through an Edge SDK application, you are the controller of that data as between you and Narbis unless we agree otherwise in writing. You must obtain opt in consent before collection begins, must give the individual a privacy notice that is at least as protective as the Narbis Privacy Policy, and must not sell that data or use it for advertising.
8.7 THE EDGE SDK IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. NARBIS MAY CHANGE, DEPRECATE OR WITHDRAW THE EDGE SDK OR ANY INTERFACE IN IT AT ANY TIME. THE LICENSE IN THIS SECTION TERMINATES IMMEDIATELY ON ANY COMMERCIAL USE WITHOUT PRIOR WRITTEN APPROVAL.
9. Ownership and intellectual property#
9.1 The Software, the Narbis platform, the Narbis websites, the algorithms and signal processing methods used to compute Derived Metrics, the user interfaces, the training protocols, the documentation, and all improvements to any of them are owned by Narbis or its licensors and are protected by copyright, patent, trade secret and other intellectual property laws.
9.2 "Narbis", the Narbis logo, "Narbis Edge", and the Narbis product names are trademarks of Narbis. You are granted no right to use them except as expressly permitted in writing. No claim is made in this Agreement to any name that Narbis does not use in commerce.
9.3 As between you and Narbis, you retain ownership of your Neurophysiological Data. Narbis handling of that data is governed by the Privacy Policy.
10. Feedback#
10.1 If you send Narbis suggestions, ideas, feature requests, bug reports, workflow descriptions or other feedback about the Software or the hardware ("Feedback"), you grant Narbis a perpetual, irrevocable, worldwide, royalty free, fully paid, sublicensable and transferable license to use, copy, modify, distribute, publish and exploit that Feedback for any purpose, without restriction and without any obligation of compensation, attribution or confidentiality to you.
10.2 You should not send Narbis any Feedback that you consider confidential or that you are not free to give on these terms. Feedback is voluntary. Narbis is under no obligation to act on it.
11. Open source components#
11.1 The Software includes open source and other third party components that are licensed to you under their own terms. Where an open source license grants you rights that are broader than this Agreement, or imposes obligations on Narbis, that license controls for that component and this Agreement does not restrict your rights under it.
11.2 The applicable notices, license texts and, where required, written offers for source code are available on request, free of charge, by writing to info@narbis.com, and are published at narbis.com/legal/open-source-notices as they are compiled for each release. We will send them to you in a machine readable form and we do not ask you for a reason.
12. Your data and the Privacy Policy#
12.1 The Software collects and processes Neurophysiological Data and other personal information. How Narbis collects, uses, discloses, secures, retains and deletes that information, the consents we obtain, and the rights you can exercise are set out in full in the Narbis Privacy Policy at narbis.com/legal/privacy-policy, in the Narbis Consumer Health Data Privacy Policy, and in the Narbis Cookie Notice. Those documents are incorporated into this Agreement by reference.
12.2 This Agreement deliberately does not restate the data terms. The Privacy Policy is the single source for all Neurophysiological Data handling, including consent, sharing, research use, de-identification, retention periods and deletion. If you want to know what happens to your data, read the Privacy Policy rather than this Agreement.
12.3 Two points are stated here because they are commitments, not descriptions. Narbis does not sell Neurophysiological Data, and Narbis does not use Neurophysiological Data for advertising or share it with advertising networks or data brokers.
12.4 Consent to collect Neurophysiological Data is obtained separately, is granular by purpose, and is never bundled into your acceptance of this Agreement. Accepting this Agreement is not consent to collection.
13. App store terms#
13.1 The Apps are distributed through the Apple App Store and Google Play. Your use of an App is also subject to the terms of the store you obtained it from, including the Apple Media Services Terms and Conditions and the Google Play Terms of Service. If a store rule conflicts with this Agreement, the store rule applies to the extent of the conflict, for that App only.
13.2 Terms that apply to Apps obtained from the Apple App Store. The following apply in addition to the rest of this Agreement, and the parties acknowledge that:
a. this Agreement is between you and Narbis only, and not with Apple Inc. ("Apple"). Narbis, and not Apple, is solely responsible for the App and its content;
b. the license granted to you for the App is limited to a non transferable license to use the App on any Apple branded product that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions, except that the App may be accessed by other accounts associated with you through Family Sharing or volume purchasing;
c. Apple has no obligation to furnish any maintenance or support services for the App. Maintenance and support are provided by Narbis as described in the section titled How to reach us;
d. in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by law, Apple has no other warranty obligation of any kind with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to a failure to conform to any warranty are the sole responsibility of Narbis;
e. Narbis, and not Apple, is responsible for addressing any claim by you or any third party relating to the App or your possession or use of it, including product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation, including in connection with the App's use of the HealthKit and HomeKit frameworks where applicable;
f. in the event of any third party claim that the App or your possession and use of it infringes that third party's intellectual property rights, Narbis, and not Apple, is solely responsible for the investigation, defense, settlement and discharge of that claim;
g. you represent and warrant that you are not located in a country subject to a United States Government embargo or designated by the United States Government as a terrorist supporting country, and that you are not listed on any United States Government list of prohibited or restricted parties;
h. questions, complaints and support requests about the App should be directed to info@narbis.com; and
i. Apple and its subsidiaries are third party beneficiaries of this Agreement, and on your acceptance of this Agreement Apple has the right, and is deemed to have accepted the right, to enforce this Agreement against you as a third party beneficiary of it.
13.3 Terms that apply to Apps obtained from Google Play. Google LLC and its affiliates ("Google") are third party beneficiaries of this Agreement to the extent that it relates to an App obtained from Google Play, and Google may enforce it against you as a third party beneficiary. Google is not a party to this Agreement and is not responsible for the App or its content. Google is not responsible for providing maintenance or support for the App, and any refund is handled under the Google Play refund policy.
13.4 Apple and Google are named in this section solely because their distribution terms require it. Nothing in this section makes either an endorser of the Narbis products or a provider of any clinical or wellness service.
14. Export control, sanctions and territories we do not serve#
14.1 The Software and the hardware are subject to the export control laws of the United States, including the Export Administration Regulations, and to the economic sanctions programs administered by the United States Department of the Treasury Office of Foreign Assets Control, as well as to the export and sanctions laws of other jurisdictions that apply to you.
14.2 You represent, warrant and agree that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive United States sanctions, that you are not a person on any restricted or denied party list maintained by the United States or any other applicable government, and that you are not acting on behalf of any such person.
14.3 You must not export, re-export, transfer, release or make the Software available, directly or indirectly, in breach of those laws, and must not use the Software for any prohibited end use, including any nuclear, chemical, biological weapons, missile technology or unlawful surveillance end use.
14.4 You are responsible for complying with local law where you use the Software, including any local restriction on the import or use of neurotechnology or wireless devices.
14.5 Separately from export control, and as a commercial decision rather than a legal restriction: since 1 October 2026 Narbis does not offer its products or services in the European Economic Area, the United Kingdom or Switzerland. The Software is not licensed or made available there, and the Apps are not offered in those storefronts. The European Economic Area means the 27 member states of the European Union together with Iceland, Liechtenstein and Norway, and Switzerland is named separately because it is not part of the European Economic Area.
14.6 If you accepted this Agreement before 1 October 2026 and you are in one of those territories, your licence continues on its existing terms and we continue to support you. Nothing in the paragraph above revokes a licence you already hold.
15. Term, termination and what happens afterwards#
15.1 This Agreement takes effect when you first accept it and continues until it is terminated.
15.2 You may terminate at any time by uninstalling the Apps, unpairing your Sensor Devices and ceasing all use of the Software.
15.3 Narbis may terminate or suspend this Agreement and your license, in whole or in part, if you materially breach it. Where the breach can be cured and does not create a risk of harm to another person, to data security or to Narbis intellectual property, Narbis will give you notice and 14 days to cure before terminating. Narbis may act immediately where the breach involves the restrictions in the section titled Restrictions on your use, the Edge SDK commercial use requirement, or export control and sanctions compliance.
15.4 Narbis may also discontinue the Software, or a feature of it, on reasonable notice. If Narbis discontinues a paid feature during a paid term, your remedy is the refund provided in the Subscription Terms of Service.
15.5 On termination:
a. your license ends immediately and you must stop using the Software and delete all copies of the Apps and the Edge SDK in your possession or control;
b. the Smart Glasses and Edge may cease to function with the Apps and may lose access to cloud features and to future firmware updates;
c. your Neurophysiological Data and other personal information are handled in accordance with the retention and deletion terms of the Privacy Policy, and your rights to access, export and delete that data are unaffected by termination; and
d. the sections identified in the section titled Survival continue in force.
16. Disclaimer of warranties#
16.1 THE SOFTWARE, THE EDGE SDK, THE FIRMWARE AND ALL UPDATES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NARBIS AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
16.2 NARBIS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT ANY SIGNAL MEASUREMENT, FREQUENCY BAND VALUE, INTERBEAT INTERVAL, HEART RATE VARIABILITY VALUE OR DERIVED METRIC WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY PARTICULAR PHONE, OPERATING SYSTEM VERSION OR THIRD PARTY SENSOR, OR THAT TRAINING WILL PRODUCE ANY PARTICULAR OUTCOME OR ANY OUTCOME AT ALL.
16.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NARBIS OR THROUGH THE SOFTWARE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
16.4 THIS SECTION DOES NOT EXCLUDE OR LIMIT ANY WARRANTY, GUARANTEE OR RIGHT THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE LAW THAT APPLIES TO YOU AS A CONSUMER, INCLUDING ANY STATUTORY GUARANTEE AND ANY LIMITED HARDWARE WARRANTY THAT NARBIS PROVIDES SEPARATELY WITH THE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
17. Limitation of liability#
17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NARBIS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY, AND WHETHER OR NOT NARBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NARBIS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO NARBIS FOR THE HARDWARE AND SOFTWARE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED UNITED STATES DOLLARS.
17.3 THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR A PARTY'S WILLFUL MISCONDUCT, OR TO ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.
17.4 THE ALLOCATION OF RISK IN THIS SECTION AND IN THE SECTION TITLED DISCLAIMER OF WARRANTIES IS A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND NARBIS AND APPLIES EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Dispute resolution, arbitration and class action waiver#
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT REQUIRES YOU AND NARBIS TO RESOLVE MOST DISPUTES BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT. IT CONTAINS A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER. YOU MAY OPT OUT OF THIS SECTION WITHIN 30 DAYS, AS DESCRIBED BELOW, AND OPTING OUT WILL NOT AFFECT ANY OTHER PART OF THIS AGREEMENT OR YOUR USE OF THE PRODUCTS.
18.1 Informal resolution first. Before starting an arbitration, the party raising a dispute must send a written notice of dispute to the other. You send yours to info@narbis.com. Narbis sends its notice to the email address on your account. The notice must describe the dispute and the relief sought. The parties will try in good faith to resolve the dispute informally for 30 days from receipt of the notice. This step is a condition precedent to arbitration, and any limitation period is tolled while it runs.
18.2 Agreement to arbitrate. If the dispute is not resolved informally, you and Narbis agree that any dispute, claim or controversy arising out of or relating to this Agreement, the Software or the Narbis products, including questions of formation, scope, validity, enforceability and the arbitrability of any claim, will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, as modified by this section. The Federal Arbitration Act governs the interpretation and enforcement of this section.
18.3 How arbitration works. The arbitration will be conducted by a single arbitrator. Unless you and Narbis agree otherwise, the arbitration will be held by telephone or video conference, or, if an in person hearing is required, in the county or equivalent locality where you live or at another mutually agreed location. The arbitrator may award any relief that a court could award to you individually, including declaratory or injunctive relief limited to you. The arbitrator's award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.
18.4 Fees. Narbis will pay the arbitration filing, administration and arbitrator fees that exceed what you would have paid to file the same claim in court, unless the arbitrator finds your claim frivolous or brought for an improper purpose. Each party otherwise bears its own attorney fees, unless a statute or the arbitrator's award provides otherwise.
18.5 CLASS ACTION AND JURY TRIAL WAIVER. YOU AND NARBIS EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR ANY OTHER REPRESENTATIVE PROCEEDING. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
18.6 Small claims. Either party may instead bring an individual claim in a small claims court that has jurisdiction, so long as the claim stays in that court and remains on an individual basis.
18.7 Intellectual property. Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information pending arbitration.
18.8 HOW TO OPT OUT. YOU MAY OPT OUT OF THIS ARBITRATION SECTION BY SENDING AN EMAIL TO info@narbis.com WITHIN 30 DAYS OF THE DATE YOU FIRST ACCEPT THIS AGREEMENT. THE EMAIL MUST STATE YOUR NAME, THE EMAIL ADDRESS ON YOUR NARBIS ACCOUNT, AND A CLEAR STATEMENT THAT YOU WISH TO OPT OUT OF ARBITRATION. THAT IS ALL THAT IS REQUIRED. IF YOU OPT OUT, DISPUTES WILL BE RESOLVED IN THE COURTS IDENTIFIED IN THE SECTION TITLED GOVERNING LAW AND VENUE, AND NOTHING ELSE ABOUT YOUR RELATIONSHIP WITH NARBIS CHANGES. IF NARBIS MATERIALLY CHANGES THIS SECTION IN THE FUTURE, YOU WILL HAVE A NEW 30 DAY PERIOD TO OPT OUT OF THE CHANGE.
18.9 Severability of this section. If the class action and jury trial waiver in this section is found unenforceable as to a particular claim or a particular request for relief, that claim or request will be severed and heard in court, and the remainder of this section will continue to apply to all other claims. If the agreement to arbitrate is found unenforceable in its entirety, the section titled Governing law and venue applies.
19. Governing law and venue#
19.1 This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
19.2 For any matter not subject to arbitration, the state and federal courts located in the State of Delaware have exclusive jurisdiction, and you and Narbis consent to the personal jurisdiction of those courts and waive any objection based on venue or forum non conveniens. Narbis will not bring a claim against you in any other forum except where necessary to enforce an arbitration award or to protect intellectual property.
19.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
19.4 Nothing in this section deprives you of the protection of any mandatory consumer protection provision of the law of the country, state or province in which you are habitually resident, and where that law gives you a right to bring proceedings in your local courts, that right is preserved.
20. Survival#
The following sections survive termination or expiry of this Agreement, for as long as is necessary to give them effect: Definitions used in this Agreement, Ownership and intellectual property, Feedback, Open source components, Your data and the Privacy Policy, Export control, sanctions and territories we do not serve, the paragraph of Term, termination and what happens afterwards headed "On termination", Disclaimer of warranties, Limitation of liability, Dispute resolution, arbitration and class action waiver, Governing law and venue, this section titled Survival, and General terms. The section titled Narbis Edge SDK survives only as to its restrictions on redistributing the Edge SDK, its obligations on you as controller of Neurophysiological Data collected through an Edge SDK application, and its disclaimer of warranty.
21. General terms#
21.1 Entire agreement. This Agreement, together with the documents it incorporates by reference, is the entire agreement between you and Narbis about the Software, and it replaces all earlier agreements, proposals and understandings about the Software, including any end user license previously published by Narbis or by any predecessor entity.
21.2 Severability. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The rest of this Agreement remains in effect.
21.3 No waiver. A failure or delay by either party in enforcing a right is not a waiver of that right.
21.4 Assignment. You may not assign or transfer this Agreement or any right under it without Narbis prior written consent, except that the firmware license transfers with the hardware unit as described in the section titled Firmware and over the air updates. Narbis may assign this Agreement in connection with a merger, acquisition, reorganisation or sale of assets, on notice to you.
21.5 Notices. Legal notices to Narbis are given by email to info@narbis.com and are deemed received on the next business day. Narbis gives notices to you by email to the address on your account or through the Apps.
21.6 Force majeure. Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, other than a payment obligation.
21.7 Language. This Agreement is made in English. Any translation is provided for convenience, and the English version controls to the extent permitted by law.
21.8 United States Government end users. The Software is "commercial computer software" and "commercial computer software documentation" as those terms are used in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. Government end users acquire only the rights granted in this Agreement.
22. How to reach us#
How to reach us
Email: info@narbis.com
Web: narbis.com/contact
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