Subscription Terms of Service

1. Scope, acceptance and who may subscribe#

1.1 These Subscription Terms of Service ("Terms") govern your purchase and use of any Narbis subscription, including the Narbis consumer neurofeedback app subscription, Edge Pro and NeuroPro. The contracting party is Narbis, Corp., a Delaware corporation ("Narbis", "we", "us" or "our").

1.2 You accept these Terms when you create a Subscription, click to accept them, or use the Services. If you do not accept them, do not subscribe and do not use the Services.

1.3 Only an adult aged 18 or over may create a Narbis account and agree to these Terms. If you are subscribing on behalf of an organization, you confirm that you have authority to bind that organization, and "you" means both you and that organization.

1.4 These Terms cover the Subscription only. Purchases of hardware are governed by the Terms of Sale and the Limited Warranty. Use of the Apps and Platform software is governed by the End User Licence Agreement. Handling of Neurophysiological Data is governed by the Privacy Policy and the Consumer Health Data Privacy Policy. A Practitioner who uses the Platform with clients or patients is additionally bound by the Practitioner Terms and, where applicable, the Business Associate Agreement attached to them. Where these Terms conflict with the Practitioner Terms on a Platform matter, the Practitioner Terms control.

1.5 Nothing in these Terms limits any right you have under the mandatory consumer protection law of the country, state or province where you live that cannot be waived by agreement.

1.6 Since 1 October 2026, Narbis does not offer Subscriptions to residents of the European Economic Area, the United Kingdom or Switzerland. In these Terms, 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. We do not sell a Subscription to a person resident in one of those territories, and a Practitioner established in one of them is not eligible for Edge Pro or NeuroPro. See the section titled "Territories we do not serve" in these Terms and the section titled "The European Economic Area, the United Kingdom and Switzerland" in the Narbis Privacy Policy.

2. Definitions#

2.1 The following data definitions apply throughout these Terms and are used identically across the Narbis legal package.

"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.

2.2 In addition:

"Sensor Device" means any Narbis or third party device that measures Neurophysiological Data for use with the Services, including the Smart Glasses, Edge, the Narbis ear clip, and compatible third party EEG headbands and heart rate sensors.

"Subscription" means a recurring paid right of access to the Services under a plan you select, including the consumer app subscription, Edge Pro and NeuroPro.

"Billing Period" means the recurring interval for which a Subscription fee is charged in advance, which is one month unless your plan states otherwise.

"Platform" means the practitioner facing dashboard and its associated services, delivered as Edge Pro or NeuroPro.

"Apps" means the Narbis mobile and desktop applications.

"Services" means the Apps, the Platform, the hosted features described in the section titled "The Services we provide", and any support we provide with them.

"Practitioner" means a clinician, coach or other professional who uses the Platform with their own clients or patients.

"End User" means an individual whose Neurophysiological Data is collected through a Practitioner's use of the Platform.

3. The Services we provide#

3.1 A consumer app Subscription gives you access to guided neurofeedback and biofeedback sessions in the Apps, your own session history and Derived Metrics, and the account features described in the Apps.

3.2 A Platform Subscription, sold as Edge Pro for coaches and NeuroPro for clinical settings, provides:

(a) live session viewing;

(b) custom protocol assignment;

(c) remote progress tracking;

(d) questionnaires and continuous performance tests;

(e) data export;

(f) a client roster with adherence tracking; and

(g) analytics and reports.

3.3 Features vary by plan and by region, and we may add, change or retire individual features as described in the section titled "Changes to the Services and to these Terms". Availability of a feature that depends on a particular Sensor Device follows the availability of that device.

4. What the Services are not#

4.1 The Services are wellness and training tools. They do not provide medical advice, they do not diagnose, treat, cure or prevent any disease or condition, and they are not a substitute for care from a qualified health professional. Nothing in the Services is a clinical recommendation from Narbis.

4.2 THE SERVICES ARE NOT A MONITORING, ALERTING OR EMERGENCY RESPONSE SERVICE. NARBIS DOES NOT WATCH YOUR DATA IN REAL TIME, DOES NOT DETECT MEDICAL EVENTS, AND WILL NOT CONTACT YOU, A PRACTITIONER OR ANY EMERGENCY SERVICE IF YOUR DATA CHANGES. NEVER RELY ON THE SERVICES IN AN EMERGENCY OR FOR ANY PURPOSE WHERE A FAILURE TO DETECT OR REPORT COULD CAUSE INJURY. IF YOU THINK YOU ARE HAVING A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER OR SEEK IMMEDIATE MEDICAL ATTENTION.

4.3 Live session viewing on the Platform shows a session while a Practitioner is actively watching it. It is a viewing feature, not surveillance, and not a continuous or supervised monitoring service. No alert, notification or absence of a notification should be read as a clinical finding.

4.4 Derived Metrics are computed estimates. They are useful for tracking change over time and are not measurements of a diagnosis, a disorder or a clinical state.

4.5 Consult a qualified health professional before starting neurofeedback or biofeedback training if you have a seizure disorder, a photosensitivity condition, an implanted electronic medical device, or any other condition that may be affected by training.

5. Sensor Devices and compatibility#

5.1 The Services work with Sensor Devices. Narbis hardware is covered by the Terms of Sale and the Limited Warranty.

5.2 Compatible third party EEG headbands and heart rate sensors are made, sold, supported and warranted by their own manufacturers. Your use of a third party Sensor Device is governed by that manufacturer's own terms, licences, privacy notice and warranty, not by these Terms. Narbis gives no warranty of any kind for a third party Sensor Device and is not responsible for its accuracy, safety, firmware, availability or continued support.

5.3 A third party Sensor Device is also subject to its 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 Services, and Narbis does not permit a third party Sensor Device to be paired to a trainee profile below that manufacturer's minimum age.

5.4 Compatibility is not permanent. A third party manufacturer may change or discontinue a device, change its firmware or its interfaces, or withdraw access, and an operating system or platform change may break a connection. We may add or remove supported Sensor Devices, and we will give reasonable advance notice before removing support for a Sensor Device that your plan currently relies on.

5.5 Loss of compatibility with a third party Sensor Device is not a defect in the Services. If we withdraw support for a Sensor Device that was supported when you subscribed and no equivalent replacement is available on your plan, you may cancel under the section titled "Cancellation and refunds" and we will refund the unused portion of your current Billing Period.

5.6 You are responsible for the fit, cleaning, charging and safe use of any Sensor Device, and for following the instructions supplied with it.

6. Territories we do not serve#

6.1 Narbis does not offer its products or services in the European Economic Area, the United Kingdom or Switzerland, and has not done so since 1 October 2026. No new Subscription is sold to a resident of one of those territories, and no free trial is offered there.

6.2 If you already hold a Subscription and you are in one of those territories, you may keep it. It continues to renew on the plan you are on until you cancel, you may cancel at any time in the ordinary way described in the section titled "Automatic renewal, your consent and how to cancel", and we will continue to support you while it runs. We are not cancelling anybody's Subscription because of this decision.

6.3 A Sensor Device you already own continues to work with the Services on the same terms. The section titled "Sensor Devices and compatibility" applies to you unchanged, and so does the Narbis Limited Warranty for any Narbis hardware you bought before 1 October 2026.

6.4 Your personal information is handled as described in the Narbis Privacy Policy, in the section titled "The European Economic Area, the United Kingdom and Switzerland". Your data runs down on the ordinary retention schedule and you may ask us to delete it sooner at any time.

6.5 If we ever decide to offer Subscriptions in those territories again, we will put the required representatives and arrangements in place first and update these Terms before we sell there.

7. Subscription plans and fees#

7.1 All fees are stated and charged in United States dollars and are exclusive of taxes unless stated otherwise at checkout. You are responsible for any sales, use, value added or similar tax, which we collect where we are required to.

7.2 Current plans and fees are:

7.3 An "active client" is a client or patient on your roster who has a session recorded, a protocol assigned, or an assessment administered during the Billing Period. We count active clients at the end of each Billing Period and bill for that count in the following Billing Period. Adding a client mid period does not create a partial period charge, and removing a client stops the charge from the next Billing Period.

7.4 Onboarding fees are one time and are charged when your onboarding is scheduled. Subscription fees are charged in advance at the start of each Billing Period to the payment method on file.

7.5 If a payment fails we may retry it, and we may suspend the Subscription after notice to you as described in the section titled "Suspension and termination". You are responsible for keeping your payment details current.

7.6 The fees in this section apply to purchases made through narbis.shop and through your Narbis account. Purchases made through the Apple App Store or Google Play are described in the section titled "Purchases through the Apple App Store or Google Play".

8. Automatic renewal, your consent and how to cancel#

8.1 Automatic renewal. Your Subscription renews automatically. At the end of each Billing Period it renews for another Billing Period of the same length, at the then current fee, charged to the payment method on file, and it continues to renew until you cancel. Cancellation, not non use, is what stops billing.

8.2 Before you buy. Before you complete a purchase we present, clearly and conspicuously and in visual proximity to the button you use to subscribe: the fact that the Subscription renews automatically until cancelled, the renewal frequency and the length of each Billing Period, the amount that will be charged on each renewal, any introductory or trial price and what the price becomes when the introductory period ends, the deadline for cancelling to avoid the next charge, and how to cancel.

8.3 Affirmative consent. We charge you only after you give affirmative consent to the automatic renewal terms in that disclosure, by a separate action that is not bundled with any other agreement or with acceptance of any other document. Continuing past a page is not consent.

8.4 Acknowledgment. After you subscribe we send you, by email and in a form you can keep, an acknowledgment that restates the automatic renewal terms, the cancellation policy and the instructions for cancelling. If your Subscription includes a free trial or a discounted introductory price, the acknowledgment also states the date the trial or introductory price ends and the amount and date of the first full charge.

8.5 Renewal reminders. For any Subscription with a Billing Period of one year or longer, and for any Subscription where a free trial or introductory price converts to a higher recurring charge, we send a reminder by email before the renewal or conversion takes effect. For an annual or longer Billing Period the reminder is sent between 15 and 45 days before the renewal date.

8.6 Easy cancellation. You may cancel at any time, and cancelling is at least as easy as subscribing. If you subscribed online, you may cancel online, in your account settings, in a single cancellation flow reachable without speaking to anyone, without a retention call, without an explanation, and without any step that was not required to subscribe. We may present a single offer or an alternative during that flow, and you may decline it and complete the cancellation immediately. If you cannot reach the online cancellation for any reason, email info@narbis.com and we will action the cancellation.

8.7 Cancellation takes effect at the end of the current Billing Period, unless a refund right in the section titled "Cancellation and refunds" or applicable law gives you a different result. You keep access for the rest of the period you have paid for.

8.8 If you subscribed through the Apple App Store or Google Play, you cancel through that store's subscription settings. See the section titled "Purchases through the Apple App Store or Google Play".

9. Free trials#

9.1 We may offer a free trial or a discounted introductory period. The terms of the offer, including its length and what it includes, are stated when you sign up.

9.2 Unless the offer says otherwise, a free trial converts automatically into a paid Subscription at the end of the trial, at the fee disclosed to you before you started the trial, charged to the payment method on file. We tell you the conversion date and the amount before the trial begins, and we send a reminder before it converts.

9.3 To avoid being charged, cancel before the trial ends, using the cancellation method in the section titled "Automatic renewal, your consent and how to cancel". Cancelling during a trial ends access at the end of the trial.

9.4 Free trials are limited to one per person or organization unless we say otherwise, and we may withdraw or limit an offer at any time before you accept it.

10. Price changes#

10.1 We may change Subscription fees. We will give you at least 30 days advance notice by email before a price change takes effect.

10.2 A price change applies from the start of the first Billing Period beginning after the notice period ends. It never applies retroactively to a period you have already paid for.

10.3 If you do not want to pay the new price, you may cancel before it takes effect and you will not be charged the new price. Continuing the Subscription after the effective date is acceptance of the new price. Where applicable law requires your affirmative consent to a price increase, we will obtain that consent instead of treating continued use as acceptance, and the Subscription will not renew at the higher price without it.

10.4 A change in the number of your active clients under an Edge Pro or NeuroPro plan is a change in usage, not a price change, and does not require notice under this section.

11. Cancellation and refunds#

11.1 You may cancel your Subscription at any time as described in the section titled "Automatic renewal, your consent and how to cancel".

11.2 Unless applicable law or a specific offer provides otherwise, fees already charged for a Billing Period that has begun are not refunded, and you keep access for the remainder of that period. We do not charge a cancellation or early termination fee.

11.3 We will refund the unused portion of your current Billing Period, calculated on a daily basis, where: (a) we terminate or materially reduce the Services other than for your breach; (b) we withdraw support for a Sensor Device as described in the section titled "Sensor Devices and compatibility" and no equivalent replacement is available on your plan; or (c) applicable law requires it.

11.4 Onboarding fees are refundable in full if you cancel before onboarding begins. Once onboarding has begun, the onboarding fee is refundable only to the extent of work not yet performed, unless applicable law requires more.

11.5 If you have a statutory right of withdrawal or cooling off period where you live, that right applies and this section does not reduce it. To exercise it, email info@narbis.com within the statutory period.

11.6 If you subscribed through the Apple App Store or Google Play, refunds are handled by that store under its own policies.

12. What happens to your data when you cancel#

12.1 Before your access ends, and for 30 days after it ends, you may export your data using the export features in the Apps and the Platform. We recommend exporting before you cancel.

12.2 After that export window, your data is handled under the section titled "Retention schedule" in the Privacy Policy, which states specific retention periods in numbers for raw Neural Data and Cardiac Data, Derived Metrics, account and profile data, purchase and support records, children's data, statutory authorization records, backups, and protected health information held as a business associate. Nothing in these Terms extends or shortens those periods.

12.3 You may ask us to delete your data sooner. The rights available to you and how to exercise them are described in the Privacy Policy and, for consumer health data, in the Consumer Health Data Privacy Policy.

12.4 Where a Practitioner holds the account, the Practitioner Terms govern what happens to End User data when the Practitioner's Subscription ends, including the obligation to export or transfer client records before deletion.

13. Purchases through the Apple App Store or Google Play#

13.1 You may buy a Subscription through narbis.shop or through the Apple App Store or Google Play. The Narbis apps and their Subscriptions are not made available in the App Store or Google Play storefronts of the European Economic Area, the United Kingdom or Switzerland, as described in the section titled "Territories we do not serve".

13.2 If you buy through the Apple App Store or Google Play, that store processes the payment and manages the Subscription. The store's own billing, automatic renewal, cancellation and refund terms govern the transaction, and they control over the billing, renewal, cancellation and refund provisions of these Terms to the extent they conflict.

13.3 In that case: your payment method is the one on file with the store; renewal and the charge amount are handled by the store; you cancel through the store's subscription settings, normally at least 24 hours before the end of the current period; and refund requests go to the store, not to Narbis. We cannot cancel or refund a store managed Subscription on your behalf.

13.4 Apple and Google are not parties to these Terms and are not responsible for the Services. Where the store's rules require it, Apple and its subsidiaries are third party beneficiaries of these Terms with the right to enforce them against you, and any claim about the Apps as delivered through the Apple App Store is subject to Apple's applicable terms.

13.5 Everything in these Terms that is not about payment processing, including the section titled "What the Services are not", the acceptable use rules, the disclaimers, the limitation of liability and the disputes provisions, applies to a store purchased Subscription in full.

14. Your data#

14.1 The Privacy Policy governs all handling of Neurophysiological Data, including what we collect, the granular opt in consent we obtain before collection begins, how you withdraw consent, sharing, security, your rights, and the retention schedule. The Consumer Health Data Privacy Policy applies where Neurophysiological Data is consumer health data under Washington, Nevada, Connecticut or California law. Neurophysiological Data is sensitive data, and we treat Cardiac Data with exactly the same protections as Neural Data.

14.2 Narbis does not sell Neurophysiological Data. Narbis does not use Neurophysiological Data for advertising, and does not share it with advertising networks or data brokers. These commitments are unqualified and are stated in full in the Privacy Policy.

14.3 Sharing Neurophysiological Data with any third party requires your separate, named consent. Research and product improvement use is opt in, is never on by default, and operates only on de-identified data.

14.4 Access in a practitioner arrangement. If you use the Services under an arrangement with a Practitioner, the Practitioner and the members of their practice whom the Practitioner authorizes can see the data that arrangement covers: your session data, your Derived Metrics, your protocol assignments, your adherence record, and your responses to questionnaires and continuous performance tests. Narbis personnel access that data only as described in the Privacy Policy, which is limited to operating and supporting the Services, security, and legal compliance. No other Practitioner sees your data. You may ask the Practitioner to end their access, and you may ask us to disconnect your account from a Practitioner at any time by emailing info@narbis.com, although the Practitioner may retain records they are independently required to keep.

14.5 HIPAA scope. When you buy a Subscription directly from Narbis for your own use, HIPAA does not apply to that relationship: Narbis is not your health care provider and is not acting as a covered entity or a business associate. What protects that data is the Privacy Policy, the state consumer health data laws, the Federal Trade Commission Act and the FTC Health Breach Notification Rule. Where a Practitioner is a covered entity and uses the Platform with patients, Narbis acts as a business associate to that Practitioner and the Business Associate Agreement attached to the Practitioner Terms applies. The two data estates are kept logically and contractually separate.

15. Narbis Edge SDK#

15.1 The Narbis Edge SDK is a software development kit for building with Narbis Edge. Access to it is granted under this section and, where we issue one, under a separate written licence that controls if it conflicts with this section.

15.2 Non commercial use is free. You may download and use the SDK at no charge for personal projects, education, academic research, evaluation and other non commercial purposes, subject to these Terms.

15.3 Commercial use requires prior written approval. You must obtain our prior written approval before using the SDK, or anything built with it, in any commercial context. Commercial context includes any product, service, application or integration that is sold, licensed, offered for a fee, monetized in any way, bundled with a paid offering, or used in the delivery of paid services to clients or patients.

15.4 How to request approval. Email info@narbis.com with a description of the intended product or integration, the Sensor Devices involved, the expected distribution, and how Neurophysiological Data will be handled. We will respond in writing. Approval is not granted by silence, by a conversation, or by our awareness of your project. Approval, when given, is limited to the use described in the approval and may carry conditions, including data handling, security and safety conditions.

15.5 No trademark rights. Nothing in this section grants any right to use the Narbis name, logos, product names or other marks. You may state factually that your product works with Narbis Edge, and you may not use our marks in your product name, logo, domain name or branding, and you may not suggest that Narbis endorses, sponsors, certifies or supports your product without our prior written permission.

15.6 Restrictions. You may not use the SDK to circumvent a safety, security, consent or data protection control in the Services, to collect Neurophysiological Data from a person who has not consented, to represent SDK output as a diagnosis or a clinical measurement, or in any application that would breach the section titled "Acceptable use and restrictions".

15.7 Revocation. We may suspend or revoke SDK access, and any approval given under this section, for misuse, for breach of these Terms, for a safety or security risk, or where continued access would breach law. We will give notice where it is practicable to do so, and immediate revocation is available where there is a safety, security or legal risk. On revocation you must stop using and distributing the SDK, and you must stop any distribution of a product that embeds it, within the period we state in the notice.

15.8 The SDK is provided as described in the section titled "Disclaimer of warranties", and we may change or discontinue it. Nothing in this section obliges us to provide support, updates or backward compatibility for the SDK.

16. Acceptable use and restrictions#

16.1 You will use the Services lawfully, and you will comply with the professional and licensing rules that apply to you.

16.2 You will not, and will not permit anyone else to:

(a) use the Services or any Sensor Device to collect Neurophysiological Data from a person who has not given informed consent, or, where that person is a child or lacks capacity, whose parent, guardian or legally authorized representative has not consented;

(b) use the Services, Derived Metrics or any output to make a clinical decision, including a diagnosis, a treatment decision, a medication decision or a decision to withhold care, without the independent judgment of an appropriately qualified and licensed professional;

(c) present the Services or their output as a diagnostic device, a monitoring service or a medical device, or make any claim about the Services that we have not made in writing;

(d) scrape, crawl, harvest, or extract data from the Services by automated means, or perform bulk extraction of data beyond the export functions we provide, or use the export functions to build a competing dataset or service;

(e) reverse engineer, decompile or disassemble the Services, or attempt to derive source code or a signal processing method from them, except to the extent that restriction is unenforceable under applicable law;

(f) resell, sublicense, rent, timeshare or provide the Services as a service bureau to anyone, other than a Practitioner's own use of the Platform with their own clients or patients as permitted by the Practitioner Terms;

(g) share account credentials, allow more people to use a seat than the plan allows, or misreport the number of active clients;

(h) upload malicious code, probe or test the security of the Services without our written permission, interfere with the Services or with another user's use of them, or circumvent a usage limit, a rate limit or an access control; or

(i) use the Services in a way that infringes another person's rights or breaches any applicable law, including data protection, consumer protection and health care law.

16.3 Security research on the Services is welcome under a coordinated disclosure arrangement. Contact info@narbis.com before you begin.

16.4 We may investigate suspected breaches of this section and take the steps described in the section titled "Suspension and termination".

17. Service availability and maintenance#

17.1 We work to keep the Services available and reliable, and we do not guarantee uninterrupted or error free operation.

17.2 No uptime commitment applies to consumer plans. Consumer app Subscriptions are provided without any service level agreement, availability target or service credit. Any availability commitment for a Platform Subscription exists only if it is stated in the Practitioner Terms or in a written order that we have signed.

17.3 We perform scheduled maintenance, normally in a low usage window, and we will give advance notice of scheduled maintenance that we expect to cause a material interruption. Emergency maintenance may be performed at any time without notice where it is needed to protect security, safety, data integrity or the operation of the Services.

17.4 The Services depend on your device, your Sensor Device, your network, app stores and third party infrastructure. Interruptions caused by those are outside our control and are not a breach of these Terms.

17.5 We may impose reasonable technical limits, including on storage, export size and request rates, to protect the Services.

18. Suspension and termination#

18.1 By you. You may cancel at any time as described in the section titled "Automatic renewal, your consent and how to cancel".

18.2 By us. We may suspend or terminate your Subscription or your access to the Services if you breach these Terms, if payment fails and is not corrected, if we are required to by law, or if your use creates a security, safety or legal risk to another person, to Narbis or to the Services.

18.3 Notice. Except where a suspension is needed immediately to address a security, safety or legal risk, or where notice would breach law, we will give you notice before suspending or terminating, describe the reason, and give you a reasonable opportunity to fix the problem where the problem can be fixed. Where we suspend immediately, we will give notice as soon as it is practicable afterwards.

18.4 Effect. On termination your right to use the Services ends. If we terminate for a reason other than your breach, we refund the unused portion of your current Billing Period as described in the section titled "Cancellation and refunds".

18.5 Export before deletion. Except where a suspension exists to prevent unlawful access to that data, we will make your data available for export for at least 30 days before deleting it, and we will tell you when that window starts and ends. After that window, the section titled "Retention schedule" in the Privacy Policy governs. A Practitioner whose Subscription ends must export or transfer client records within that window as required by the Practitioner Terms.

18.6 Sections that by their nature should survive do survive termination, including the definitions, the data provisions, the disclaimers, the limitation of liability, the indemnity, the disputes provisions and this section.

19. Changes to the Services and to these Terms#

19.1 Changes to the Services. We may add, change, improve or retire features. We will give at least 30 days advance notice by email before a change that materially reduces the core functionality of your plan. If such a change materially reduces what you paid for, you may cancel before it takes effect and receive a refund of the unused portion of your current Billing Period.

19.2 Changes to these Terms. We may update these Terms. For a material change we will give at least 30 days advance notice by email and by notice in the Apps or the Platform, and we will state the effective date and summarize what changed. For a non material change, such as a correction or a clarification, we will update the Last Updated date.

19.3 A material change takes effect for you at the start of the first Billing Period beginning after the notice period ends. If you do not accept it, cancel before it takes effect. Continuing to use the Services after that date is acceptance, except where applicable law requires your affirmative consent, in which case we will obtain it.

19.4 A change to the disputes provisions does not apply retroactively to a dispute of which we had written notice before the change took effect. Changes to the automatic renewal terms are made only prospectively and with the consent described in the section titled "Automatic renewal, your consent and how to cancel".

20. Disclaimer of warranties#

20.1 THE SERVICES, THE APPS, THE PLATFORM, THE NARBIS EDGE SDK AND ALL DERIVED METRICS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NARBIS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY AND NON INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

20.2 NARBIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST, THAT ANY SENSOR DEVICE WILL REMAIN COMPATIBLE, OR THAT ANY SIGNAL, SCORE, INDEX OR DERIVED METRIC IS ACCURATE, COMPLETE, CLINICALLY VALID OR FIT FOR ANY DIAGNOSTIC, THERAPEUTIC OR MONITORING PURPOSE.

20.3 NARBIS MAKES NO WARRANTY REGARDING ANY THIRD PARTY SENSOR DEVICE, ANY THIRD PARTY APPLICATION OR SERVICE, OR ANY PRACTITIONER. A PRACTITIONER IS AN INDEPENDENT PROFESSIONAL AND IS NOT AN AGENT OF NARBIS, AND NARBIS IS NOT RESPONSIBLE FOR ANY ADVICE, PROTOCOL, DECISION OR SERVICE A PRACTITIONER PROVIDES.

20.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NARBIS OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

20.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION LIMITS ANY NON WAIVABLE WARRANTY OR CONSUMER GUARANTEE YOU HAVE UNDER THE LAW OF THE PLACE WHERE YOU LIVE.

21. Limitation of liability#

21.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NARBIS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER THEORY, AND WHETHER OR NOT NARBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NARBIS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES YOU ACTUALLY PAID TO NARBIS FOR THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE PAID NOTHING IN THAT PERIOD, THE TOTAL AGGREGATE LIABILITY OF NARBIS IS ONE HUNDRED UNITED STATES DOLLARS.

21.3 THESE LIMITS APPLY IN THE AGGREGATE AND NOT PER INCIDENT, AND THEY APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

21.4 NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR UNDER ANY NON WAIVABLE CONSUMER PROTECTION LAW OF THE PLACE WHERE YOU LIVE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

21.5 THE ALLOCATION OF RISK IN THIS SECTION AND IN THE SECTION TITLED "DISCLAIMER OF WARRANTIES" IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND NARBIS AND IS REFLECTED IN THE FEES CHARGED.

22. Indemnity#

22.1 You will indemnify, defend and hold harmless Narbis and its officers, directors, employees and agents from and against any third party claim, and any resulting loss, liability, damage, penalty, cost or reasonable legal fee, arising out of or relating to: (a) your breach of these Terms, including the section titled "Acceptable use and restrictions" and the section titled "Narbis Edge SDK"; (b) your use of the Services in a way that breaches applicable law; (c) your collection or use of Neurophysiological Data from a person without the consent required by law or by these Terms; (d) any clinical, coaching or professional service you provide, including any decision made using the Services or their output; or (e) your infringement of a third party's rights.

22.2 This indemnity does not apply to the extent the claim arises from Narbis's own breach of these Terms, its gross negligence or its wilful misconduct.

22.3 We will notify you promptly of a claim, give you control of its defence with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle a claim in a way that imposes an obligation or an admission on Narbis without our written consent. We may participate in the defence at our own expense.

22.4 If you are an individual consumer, this indemnity applies only to the extent permitted by the consumer protection law of the place where you live.

23. Disputes, arbitration, class action waiver and jury trial waiver#

23.1 PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND NARBIS TO RESOLVE MOST DISPUTES BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. YOU HAVE 30 DAYS TO OPT OUT OF ARBITRATION AS DESCRIBED BELOW.

23.2 Informal resolution first. Before starting an arbitration or a small claims case, the party with the complaint will send the other a written notice describing the dispute and the relief sought, to info@narbis.com if the notice is to Narbis, or to your account email if the notice is to you. The parties will try in good faith to resolve it for 60 days. This step does not limit either party's right to seek urgent injunctive relief.

23.3 Agreement to arbitrate. If the dispute is not resolved, you and Narbis agree that any dispute, claim or controversy arising out of or relating to these Terms or the Services, including its formation, interpretation, breach, termination and validity, will be resolved by binding individual arbitration administered by a recognized arbitration provider under its consumer arbitration rules in effect when the arbitration is filed. The Federal Arbitration Act governs the interpretation and enforcement of this section. The arbitration will be conducted by a single arbitrator, in English, and, unless the parties agree otherwise, by documents and remote hearing, or in person in the county or equivalent where you live if an in person hearing is held. The arbitrator may award the same individual relief a court could award, and the award may be entered as a judgment in any court of competent jurisdiction.

23.4 Arbitration fees. Narbis will pay the arbitration filing, administrative and arbitrator fees to the extent the provider's consumer rules require, and will pay them in full for any claim of ten thousand United States dollars or less that is not frivolous.

23.5 30 day opt out. YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT. To opt out, email info@narbis.com within 30 days of the date you first accept these Terms, with the subject line "Arbitration Opt Out", stating your name and the email address on your account, and saying that you opt out of arbitration. That is all that is required. Opting out has no effect on your Subscription, your price or your access to the Services, and we will not treat it as a reason to refuse, suspend or change service. If you opt out, disputes are resolved in court as described in the section titled "Governing law and venue", and the class action waiver and jury trial waiver in this section do not apply to you. If you have opted out of a Narbis arbitration agreement before, you do not need to opt out again.

23.6 CLASS ACTION WAIVER. YOU AND NARBIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED AND HEARD IN COURT, AND THE REST OF THIS SECTION CONTINUES TO APPLY TO ALL OTHER CLAIMS.

23.7 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NARBIS EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. THIS WAIVER APPLIES IN ARBITRATION AND, FOR ANY CLAIM THAT PROCEEDS IN COURT, IN COURT. IT DOES NOT APPLY IF YOU HAVE OPTED OUT OF ARBITRATION UNDER THE PARAGRAPH TITLED "30 DAY OPT OUT", AND IT DOES NOT APPLY WHERE IT IS UNENFORCEABLE UNDER APPLICABLE LAW.

23.8 Small claims carve out. Either party may bring an individual claim in a small claims court that has jurisdiction, instead of arbitration, for as long as the claim stays in that court and on an individual basis. Filing in small claims court is not a waiver of this section for any other claim.

23.9 Injunctive relief carve out. Either party may seek urgent injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, data security or safety, without waiving this section.

23.10 Limitation period. Any claim arising out of or relating to these Terms or the Services must be brought within one year of the date the claim accrued, except where a longer period is required by applicable law, in which case the statutory period applies.

23.11 Consumers outside the United States. If the mandatory law of the place where you live makes this arbitration agreement, the class action waiver or the jury trial waiver unenforceable against you, that provision does not apply to you and you keep the forum and the procedural rights that law gives you. The rest of these Terms continues to apply.

24. Governing law and venue#

24.1 These Terms and any dispute arising out of them or the Services are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

24.2 For any matter not subject to arbitration, the state and federal courts located in the State of Delaware have jurisdiction, and you and Narbis consent to that jurisdiction and venue. Neither party may elect a different forum unilaterally.

24.3 The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

24.4 Your home jurisdiction protections are preserved. The choice of Delaware law does not deprive you of the protection of any mandatory consumer protection provision of the law of the country, state or province where you habitually reside that cannot be derogated from by agreement, and it does not deprive you of any right to bring proceedings in your local courts where the mandatory law of your residence gives you that right. There is no separate regime for any region: one governing law applies to everyone, subject to this paragraph.

25. General#

25.1 Assignment. You may not assign or transfer these Terms or your Subscription without our written consent, and any attempt to do so is void. We may assign these Terms to an affiliate, or in connection with a merger, acquisition, reorganization or sale of assets, on notice to you. Where an assignment would materially change who processes your Neurophysiological Data, the Privacy Policy governs what we must tell you and what consent we must obtain.

25.2 Severability. If any provision of these Terms is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest of these Terms remains in force. The section titled "Disputes, arbitration, class action waiver and jury trial waiver" contains its own severability rule for the class action waiver, which controls within that section.

25.3 No waiver. A failure or delay in enforcing a provision is not a waiver of it. A waiver is effective only if it is in writing, and a waiver on one occasion is not a waiver on any other.

25.4 Entire agreement. These Terms, together with the documents they reference, including the Privacy Policy, the Consumer Health Data Privacy Policy, the End User Licence Agreement, the Terms of Sale, the Limited Warranty and, where applicable, the Practitioner Terms, are the entire agreement between you and Narbis about the Subscription, and they replace all prior terms, proposals and understandings about it, including any earlier published Narbis subscription or service terms. Nothing in this paragraph limits liability for fraud or fraudulent misrepresentation.

25.5 Notices. We give notice to you by email to the address on your account, by notice in the Apps or the Platform, or both, and notice is effective when sent. Keep your email address current. Legal notices to Narbis are given by email to info@narbis.com and are deemed received on the next business day. Notices about privacy and data rights may also be sent to info@narbis.com.

25.6 Force majeure. Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, fire, flood, extreme weather, epidemic, war, terrorism, civil unrest, labour dispute, government action, failure of a public network, power failure, a cyber attack, or the act or omission of a third party supplier, provided the affected party takes reasonable steps to mitigate and resumes performance as soon as it can. This paragraph does not excuse an obligation to pay amounts due.

25.7 Relationship and third parties. These Terms do not create a partnership, joint venture, agency or employment relationship. Except as stated in the section titled "Purchases through the Apple App Store or Google Play", there are no third party beneficiaries of these Terms.

25.8 Interpretation. Headings are for reference only. "Including" means "including without limitation". Cross references in these Terms are to the named sections of these Terms, not to section numbers.

25.9 Language. These Terms are made in English. Where we provide a translation, the English version controls to the extent applicable law permits.

25.10 Export and sanctions. You confirm that you are not located in, and are not a national of or ordinarily resident in, a country or territory subject to comprehensive trade sanctions, and that you are not on any restricted party list, and you will not use or export the Services in breach of applicable export control or sanctions law.

26. How to reach us#

How to reach us
Email: info@narbis.com
Web: narbis.com/contact

One mailbox handles everything. To help us route your message quickly, please begin your subject line with one of these words where it applies: Privacy, Legal, Practitioner, Security or Appeal. We read everything either way.