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Terms of Use

Effective as of May 13 2025.

Flow Neuroscience Technology Inc. (“Flow”) has developed a proprietary system which uses gentle electric stimulation to improve mental wellness (the “Halo System”) utilizing a specially designed device (the “Halo”).

THESE TERMS OF USE DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES CONCERNING YOUR USE OF THE HALO, THE HALO SYSTEM, THE HALO WEBSITE CURRENTLY AVAILABLE AT HTTPS://HALO.FLOWNEUROSCIENCE.COM/ (AND ANY SUCCESSOR SITE), THE HALO MOBILE APPLICATION (THE “HALO APP”) AND RELATED CONTENT, SOFTWARE (THE “SOFTWARE”), APPLICATIONS, WIDGETS, MATERIALS AND/OR SERVICES, INCLUDING ANY SUPPORT SERVICES PROVIDED TO YOU BY FLOW AND ANY PROPRIETARY TECHNOLOGIES, SUCH AS ARTIFICIAL INTELLIGENCE, MACHINE LEARNING SYSTEMS, AND SIMILAR TECHNOLOGY AND FEATURES (“AI TECHNOLOGY”) (ALL OF THE FOREGOING, COLLECTIVELY, THE “SERVICE”) AND CREATE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FLOW. YOUR USE OF THE SERVICE CONSTITUTES YOUR AGREEMENT TO THESE TERMS, CONDITIONS, COVENANTS, POLICIES AND NOTICES (THESE “TERMS OF USE”). IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THESE TERMS OF USE, YOU ARE PROHIBITED FROM USING THE SERVICE. If you are using or accessing the Service on behalf of an entity, such as a company, a sports team or organization (“Your Company”), then you represent to us that you have the power and authority to bind such company, sports team or organization to these Terms of Use.

Your use of the Service is subject to these Terms of Use and Flow’s Privacy Policy.

Flow may revise and update these Terms of Use at any time at our sole discretion. Flow will publish such revisions and updates from time to time by posting the revised policy on the Service and updating the “effective as of” date at the top of this page. If the changes are material, we will include “recently updated” next to the link to this policy on the Service for thirty (30) days after the date of the change. If you do not agree to the changes, then you must immediately stop using the Service.

For purposes of these Terms of Use, the terms “we”, “us” and “our” refer to Flow. “You” refers to you and, if applicable Your Company, as a user of the Service.

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

1. Requirements to Use the Service

The Service is offered and available to users who are 18 years of age or older and reside in the countries that Halo is available in. Furthermore, the Service is only offered to users who are not incapable of giving consent. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Flow and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.

The Service may only be used with a Halo manufactured, distributed, or sold by or on behalf of Flow. You may not connect to the Service with any device that is not manufactured, distributed, or sold by or on behalf of Flow (such as a knock off or counterfeit version of a Halo); otherwise intends to resemble or purports to be a Halo; or any unauthorized application or-third party connection. Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Service.

2. Account; Account Security

To use the Service, you must create an account by providing us with a valid email address. You can access your account information at any time through the Service. You agree that you will supply truthful, accurate and complete information to Flow, and that you will update such information promptly in the event that it changes. If you are using the Service on an enterprise level for multiple individual user accounts, then you shall designate one user as the administrative user who shall be responsible for registering and, if desired, editing the account information. Any change in the designation of the administrative user must be submitted to Flow by the current administrative user. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, Flow may terminate your use of the Service.

You are responsible for maintaining the confidentiality of your account and for all activities which occur through the use of your account. You agree to: (i) immediately notify Flow of any unauthorized access to or use of your account or any other breach of security; and (ii) ensure that you secure your account, computer and mobile device from third party access. Flow will not be liable for any loss or damage arising from your failure to comply with this Section.

You agree that all information you provide to register with the Service or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

3. Grant of a Limited License

Subject to your agreement to and continuing compliance with these Terms of Use (including the limitations set forth in Section 4 below), Flow grants you a personal, non-exclusive, non-assignable, non-transferable license (without the right to sublicense) to access and use the Service for your personal and non-commercial use only. You may not use the Service for any other purpose.

4. License Limitations

You agree that you will not and will not permit any party to:

a) modify, copy, distribute, sell, assign, sublicense, or otherwise transfer, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any portion of the Service or any information contained on, or obtained from or through, the Service;

b) duplicate, decompile, reverse engineer, disassemble or decode the Service (including any underlying idea or algorithm), or attempt to do any of the same;

c) use, reproduce or remove any copyright, trademark, trade names, slogan, logos, images, service marks or other proprietary notations displayed on or through Service;

d) frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) of Halo or Flow without our express consent;

e) attempt to gain unauthorized access to, interfere with, damage or disrupt the Service, accounts registered to other users, or the computer systems or networks connected to the Service;

f)  circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Service;

g) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Service to monitor, extract, copy or collect information from or through the Service, or any manual process to do the same;

h) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

i)  use the Service for illegal, harassing, unethical, or disruptive purposes;

j)  violate any applicable law or regulation in connection with your use of the Service; or

k) use the Service in any way not expressly permitted by these Terms of Use.

 

Flow reserves the right to investigate and take appropriate legal action against anyone who, in Flow’s sole discretion, violates these Terms of Use, including removing the offending information, data, text, photographs, messages and other materials and content (collectively, “content”) from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.  If you are blocked by Flow from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

5. Intellectual Property Ownership

As between you and Flow, all software (including source code), logos, icons, the Service’s “look and feel,” text, graphics, images, video clips, sound clips, content, notices, data, page layout, and selection and arrangement of the content and all copyrights, patents, trade secrets, trademarks and other intellectual property rights therein (except User Content (as defined below)) are owned solely and exclusively by Flow and are protected by copyright, trade secret, patent, trademark, or other intellectual property laws and rights. Flow and its licensors reserve all rights in connection with the Service and its content including, without limitation, the exclusive right to create derivative works therefrom. Except for the limited license granted to you in Section 3, you have no right, title or interest in or to the Service and any such content.

6. User Content

You are solely responsible for all content that you make available or transmit to Flow in connection with the Service, including any information collected by the Halo (e.g. data, statistics, measurements and wellness information generated through the use of the Service) (collectively, “User Content”).

You represent and warrant that you own all right, title and interest in and to your User Content. You hereby grant Flow and the Flow Parties, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, perform, distribute, store, modify and otherwise use your User Content, in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service, (b) to provide, develop and improve the Service and other offerings of Flow and/or the Flow Parties, and (c) as otherwise set forth in our Privacy Policy. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.

 

You hereby authorize Flow and the Flow Parties and their third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). Flow and the Flow Parties may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

 

You acknowledge and agree that Flow may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Flow, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

7. Third Party Websites, Apps or Resources

The Service may provide links to other websites, apps or resources by third parties (“Third-Party Sites”). These Third-Party Sites are provided for your convenience only and are not reviewed, controlled, examined, sponsored, or endorsed by Flow and Flow is not responsible for the information, advertising, products, resources or other material of any Third-Party Site, or any link contained in a Third-Party Site. YOUR USE OF ANY SUCH THIRD-PARTY SITES IS AT YOUR OWN RISK. None of the Flow Parties (as defined in Section 17) shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, inability to use or reliance on any such content, goods or services available on any Third-Party Sites.

Some Third-Party Sites will provide us with access to certain information that you have provided to third parties, including through such Third-Party Sites, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Sites and our use, storage and disclosure of information related to you and your use of such Third-Party Sites within the Service, please see our Privacy Policy.

8. Open Source Software

The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found here. If required by any license for particular open source software, Flow makes such open source software, and Flow’s modifications to that open source software (if any), available by written request to support@haloneuroscience.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.

9. Health and Safety Disclaimer

This product may not be suitable for everyone. If any of the following applies to you, check with a healthcare professional before use:

  • You have been told there is a problem with your skull or if you have metal parts in or around the brain, like brain surgery clips, metal plates or screws in the skull, cochlear implants or brain pacemakers such as those used for Parkinson’s disease.
  • You have a chronic skin condition affecting your forehead, such as psoriasis.
  • You are or may be pregnant.
  • You currently have thoughts about suicide or harming yourself.
  • You have epilepsy or have had seizures.
  • You have bipolar disorder.

Do not use the Halo System or Halo if your healthcare provider advises against it. Furthermore, the Halo System and Halo should not be used in any way contrary to the instructions for use provided by Flow. The Halo and its pads should not be used over irritated skin, and pads should not be used for more than one stimulation session. If you experience worsening symptoms or a medical emergency, stop using the Halo and consult with a medical professional or seek emergency medical care.

10. Wellness Related Content

The Service, including AI Technology, may include recommendations and other media to help you meet your wellness goals. You acknowledge and agree that Flow is not a healthcare provider, personal trainer or fitness instructor and that the Service (including any recommendations and any information available through the Service, including AI Technology, that may appear to be personalized) may not be appropriate for you. If you have any concerns about your health, you should consult your doctor before using the Halo System or Halo. Flow is not responsible for any results that may or may not be obtained from the use of the Service.

11. Alerts and Notifications

As part of your use of the Service, you may receive notifications, text messages, alerts, or emails. You agree to the receipt of these communications. You can control receipt of non-service related communications from your account settings. You are responsible for any messaging or data fees you may be charged by your wireless carrier.

12. Notice of Infringement – DMCA Policy

Anyone who believes that his or her work has been reproduced in the Service in a manner which constitutes copyright infringement may submit a notification to Flow’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

a) identification of the copyrighted work that is claimed to be infringed;

b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;

c) information for our copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address;

d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;

e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and

f)  a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, “trademark”) by notating this in your written notice. If you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.

Notices of copyright infringement claims should be sent by mail to: Flow Neuroscience Technology Inc., Nordic Innovation House, 470 Ramona Street, Palo Alto, CA 94301; or by email to support@haloneuroscience.com. Flow will respond expeditiously to claims of copyright infringement using the Service that are reported to Flow’s copyright agent in the notification explained above. It is Flow’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

13. Feedback

As a user of the Service, we may ask you from time to time for your input and feedback regarding the Service, or for other information relating to your experiences and practices relating to the Service. Any such input, feedback or information you provide will become our property and you assign all rights in such input, feedback and information to us, and we may use that information for our business or other purposes, including without limitation continuing to improve the Service.

14. Fees

To pay for certain features of the Service, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Flow that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Flow or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Flow the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Use. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Flow (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Flow know within sixty (60) days after the date that Flow charges you, or within such longer period of time as may be required under applicable law. We reserve the right to change Flow’s prices. If Flow does change prices, Flow will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Flow’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Flow’s net income.

 

Payment Processing

Notwithstanding any amounts owed to Flow hereunder, FLOW DOES NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment for the Service via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor (the “Payment Processor”). These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to these Terms of Use, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe for more information. Flow assumes no liability or responsibility for any payments you make through the Service.

 

Refunds and Cancellations

Except as set forth herein, payments made by you hereunder are final and non-refundable, unless otherwise determined by Flow. If you purchase a subscription to any feature of the Service, you may cancel your subscription online by using the digital return request form  or by contacting support@haloneuroscience.com.

15. Payment failure and Unreturned Flow Products

In case a Flow customer fails to complete the payment due (as outlined in the terms of the payment and price agreed to by Flow and the customer at the point of purchase) or any refunded Flow products remain unreturned, Flow is entitled to rightfully request the users for the full payment of the product and service purchased.

In the process of doing so, Flow has the right to issue an invoice. Flow may engage a third party to demand and receive the pending payment from the customer if the customer fails to pay the amount requested in the invoice. Flow has the right to issue invoices after informing the customer of the failed payment and calling for action with at least two (2) notifications by email to the customer over a month or longer.

16. Termination

These Terms of Use are effective until terminated. You may terminate these Terms of Use by discontinuing your use of the Service (including the Halo) and deleting the Service from your mobile device.

Flow reserves the right to terminate these Terms of Use, and/or temporarily or permanently suspend, withdraw or restrict your access to some or all of the Service, at any time, effective immediately with notice, for any reason, including but not limited to lack of use or any conduct by you which Flow, in its sole discretion, considers to be unacceptable or a violation of these Terms of Use. If Flow terminates or restricts your use and access of the Service, then you must immediately stop using all portions of the Service and delete the Service from your mobile device. All sections which by their nature should survive the expiration or termination of these Terms of Use shall continue in full force and effect notwithstanding the expiration or termination of these Terms of Use.

17. Disclaimers

AI Disclaimer

AI Technology needs to be used with care.

 

AI Technology is new and evolving. Some AI Technology allow users to submit queries or other prompts, and the AI Technology will generate and return to you content, recommendations, data, or other information through the Service (“Output”) based on such queries, prompts or other User Content. 

 

You acknowledge and agree that, in addition to the limitations and restrictions set forth in these Terms of Use, there are numerous limitations that apply with respect to AI Technology and the Output it generates, including that (i) it may contain errors or misleading information and may not be accurate or reliable; (ii) AI Technology is based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense; (iv) AI Technology does not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey; (v) AI Technology can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive; (vi) AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; (vii) AI Technology requires large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output; and (viii) AI Technology-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

 

You will use independent judgement and discretion before relying on or otherwise using Output. Output is for informational purposes only and is not a substitute for advice from a qualified professional. 

 

To the extent permitted by law, Flow bears no liability to you or anyone else arising from or relating to your use of AI Technology.

 

General Disclaimer

The Service may be temporarily unavailable from time to time for maintenance or other reasons. Flow shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, any other content made available via the Service.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE AND AGREE THAT (A) THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND AND (B) NONE OF FLOW, ITS AFFILIATES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS OR ANY OTHER PERSON INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING ANY CONTENT OR SERVICES CONTAINED ON THE SERVICE (THE “FLOW PARTIES”) MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR ACCURACY, COMPLETENESS, LIKELY RESULTS, RELIABILITY, INFORMATION, DATA, DATA PROCESSING, UPTIME OR UNINTERRUPTED OR ERROR-FREE ACCESS AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, NON-INFRINGEMENT, OR OTHER VIOLATIONS OF RIGHTS. NONE OF THE FLOW PARTIES ASSUME ANY RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT, YOUR DEVICE IN CONNECTION WITH YOUR VIEWING OF OR ACCESS TO OR USE OF THE SERVICE.

18. Limitation of Liability

IN NO EVENT SHALL THE FLOW PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, LIQUIDATED, OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, PROFIT OR GOODWILL, OR DUE TO BUSINESS INTERRUPTION, UNAUTHORIZED ACCESS OR OTHER INTANGIBLE LOSSES), IN CONNECTION WITH THESE TERMS OF USE, THE SERVICE OR USE OF THE SERVICE OR THE DELAY OR INABILITY TO USE THE SERVICE, REGARDLESS OF LEGAL THEORY (INCLUDING NEGLIGENCE), EVEN IF ONE OR MORE FLOW PARTIES KNEW OR WAS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL ANY FLOW PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE AMOUNTS YOU HAVE PAID TO FLOW FOR USE OF THE SERVICE IN THE LAST SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO FLOW, AS APPLICABLE.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Flow Parties shall be limited to the fullest extent permitted by law. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMERS” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

19. Indemnification

To the extent permitted under applicable law, you agree to indemnify and hold each of the Flow Parties harmless from and against any and all liabilities, expenses, damages, losses, fines or penalties (including reasonable attorneys’ fees) incurred by the Flow Parties in connection with any claims, causes of action or demands against the Flow Parties arising out of or related to: (a) your access to or use of the Service, (b) any act of fraud or dishonesty by you in connection with your use of the Service, (c) your User Content, (d) any damage and/or any of the other medical conditions arising from or relating to the use of the Service by you (including any resulting from your failure to comply with these Terms of Use) or (e) any breach by you of these Terms of Use, any violation of any applicable laws, your violation of any rights of another or any unauthorized use of the Service. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You may not settle or compromise any claim against the Flow Parties without Flow’s written consent.

20. Dispute Resolution by Binding Arbitration[4] 

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

 

Agreement to Arbitrate

This “Dispute Resolution by Binding Arbitration” section is referred to in these Terms of Use as the “Arbitration Agreement”. You agree that any and all disputes or claims that have arisen or may arise between you and Flow, whether arising out of or relating to these Terms of Use (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Use, you and Flow are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

 

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND FLOW AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FLOW AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

 

Pre-Arbitration Dispute Resolution

Flow is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@haloneuroscience.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Flow should be sent to Nordic Innovation House, 470 Ramona Street, Palo Alto, CA 94301 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Flow and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Flow may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Flow or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Flow is entitled.

 

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

 

Unless Flow and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Flow agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

 

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  To the extent any Arbitration Fees are not specifically allocated to either Flow or you under the AAA Rules, Flow and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Flow will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Flow will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

 

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

 

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Use will continue to apply.

 

Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Use to the contrary, Flow agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Flow written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

21. Governing Law

Except as expressly stated otherwise, these Terms of Use shall be governed by, and will be construed under, the laws of California, without regard to choice of law principles. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Flow submit to the personal and exclusive jurisdiction of the state and federal courts located within Santa Clara, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

22. Apple App Store / Google Play

The following terms and conditions apply to you only if you are using the Halo App that you have downloaded from the Apple App Store or Google Play (a “Halo-Neuroscience App”). To the extent the other terms and conditions of the Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to use of any Halo-Neuroscience App downloaded from the Apple App Store / Google Play. You acknowledge and agree that these Terms of Use are solely between you and Flow, not Apple / Google Play, and that Apple / Google Play has no responsibility for the Halo-Neuroscience App or content thereof. Your use of the Flow – Depression App must comply with the Apple App Store / Google Play Terms and Conditions. You acknowledge that Apple / Google Play has no obligation whatsoever to furnish any maintenance and support services with respect to the Flow Apple App / Google Play. In the event of any failure of the Halo-Neuroscience App to conform to any applicable warranty, you may notify Apple / Google Play, and Apple / Google Play will refund the purchase price, if any, for the Halo-Neuroscience App to you; to the maximum extent permitted by applicable law, Apple / Google Play will have no other warranty obligation whatsoever with respect to the Halo-Neuroscience App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Use. You and Flow acknowledge that Apple / Google Play is not responsible for addressing any claims of you or any third party relating to the Halo-Neuroscience App or your possession and/or use of the Halo-Neuroscience App, including, but not limited to: (i) product liability claims; (ii) any claim that the Halo-Neuroscience App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and Flow acknowledge that, in the event of any third party claim that the Halo-Neuroscience App or your possession and use of that Halo-Neuroscience App infringes that third party’s intellectual property rights, Flow, not Apple or Google Play, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third party terms of agreement when using the Halo-Neuroscience App.

23. Money Back Guarantee

Following the purchase of a Halo, if you are not satisfied with your Halo or the Service, you may  return your Halo (at your own cost) for any reason in accordance with the below procedure within thirty (30) days of your Halo being shipped (the “Money Back Guarantee” and such period, the “Standard Return Period”) for a full refund of the purchase price (the “Initial Purchase Price”), less return shipping costs.

 

Standard Procedure

To request a return, you must contact support@haloneuroscience.com, at which point a return shipping label will be provided to you.  Once you have requested your return, you are eligible for a refund of the Initial Purchase Price, less return shipping costs, as long as the Halo is not damaged and received by Flow within thirty (30) days from the date you requested the return.

 

Outside the Standard Return Period

Once the Standard Return Period has passed, you may still return the Halo, but you will not receive a refund for all or any portion of your Initial Purchase Price.  You may still cancel your subscription at any time, which will come into effect after the end of the subscription period.

24. Hardware Warranty

Flow warrants that a Halo (a “Warrantied Product”) is free from hardware defects in materials or workmanship for 12 months from the date of purchase (the “Warranty Period” and this warranty, the “Warranty”).

 

If a hardware defect to a Warrantied Product arises and Flow receives a valid claim within the Warranty Period, Flow will either, subject to the conditions below and at no additional charge, (i) repair the Warrantied Product, using new or refurbished replacement parts or (ii) replace the Warrantied Product with a new or refurbished product (and any replacement product will be warranted for the remainder of the original Warranty Period or sixty (60) days, whichever is longer). Flow is not responsible to repair or replace your Warrantied Product if you violate this Warranty. This Warranty is non-transferable.

 

To be eligible for this Warranty, you must:

  1. a) Have no outstanding balance due or any unpaid fees; and
  2. b) Have purchased the Warrantied Product directly from Flow or an authorized retailer in a country where Flow supplies the Warrantied Product.

 

THIS WARRANTY DOES NOT COVER:

  1. a) Lost Warrantied Products;
  2. b) Damage or failure through misuse or malfunction, normal wear and tear, improper or negligent use, improper or abnormal use, or any use contrary to Flow’s user manuals, instructions provided by Flow, or these Terms of Use;
  3. c) Damage or failure due to accident, acts of God, unauthorized commercial use, abuse, neglect, theft, unusual atmospheric conditions;
  4. d) Cosmetic damage;
  5. e) Any unauthorized modification to the Warrantied Product;
  6. f) Attempted repair by unauthorized persons or with any parts not originally intended for or compatible with the Warrantied Product;
  7. g) Any alteration of the factory model name and/or serial number; or
  8. h) Any software embedded in the Warrantied Product or services delivered by Flow to the purchaser of the Warrantied Product.

 

In the event of a hardware defect, to the extent permitted by law, this Warranty is the purchaser’s sole and exclusive remedy.

 

This Warranty gives the purchaser specific legal rights. You may also have other rights which vary from state to state that may result in the change of this Warranty.

  

Contact Us for Warranty Coverage

Contact our customer support at support@haloneuroscience.com and make sure your email contains the following information:

  1. a) The email address used to purchase or rent the Warrantied Product - please provide your email address that was used to purchase or rent the Warrantied Product. Alternatively, you can provide your order confirmation number.
  2. b) The serial number of your Warrantied Product - a serial number contains 9 digits and can be found beneath the QR code on the headband.
  3. c) A description of the issue - if there is visible damage on the Warrantied Product, please attach pictures to your email. Otherwise, please provide as much detail as possible. Sharing a screenshot of any error message you encounter is very helpful.
  4. d) Your shipping address - confirm your shipping address so we know where to send the replacement device if it is covered under this Warranty.

25. Pre-Order

You may pre-order the Halo (the “Pre-Order”) at https://halo.flowneuroscience.com/shop, where details regarding the Pre-Order and associated perks (“Perks”) can also be found.

Users may cancel their Pre-Order at any time before shipment. All Pre-Orders are entitled to the Money Back Guarantee, subject to the conditions set forth in Section 23.

All Perks are deemed part of the Service hereunder and subject to the disclaimers and limitations of liability set forth herein. Flow does not guarantee the availability or continued availability of any Perks and may terminate them (including with respect to a particular user) in its sole discretion.

26. General Provisions

  1. a) Assignment. Flow may assign these Terms of Use, in whole or in part, to any person or entity at any time without your consent. You may not assign these Terms of Use, or assign, sublicense, pledge, or otherwise transfer or share the benefit of any or all of your rights, if any, in the Service, without our prior written consent, and any attempt to the contrary is void.
  2. b) Severability. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
  3. c) No Waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
  4. d) Cause of Action. You agree regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  5. e) Force Majeure. Flow will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Flow’s reasonable control.
  6. f) Entire Agreement. These Terms of Use are the complete and exclusive statement of the agreement between you and Flow concerning the Service, and these Terms of Use supersede any prior or contemporaneous agreement, either oral or written, and any other communications with regard thereto between you and Flow.
  7. g) Headings. The section headings used herein are for reference only and shall not be read to have any legal effect.

27. Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Flow Neuroscience Technology Inc., Nordic Innovation House, 470 Ramona Street, Palo Alto, CA 94301; +44 7948 182075.

28. Contact

If you have any questions on these Terms of Use, please contact us at support@haloneuroscience.com.