Terms & Conditions
 Last Updated: July 14, 2025


1. Introduction

1.1 Acceptance of Terms
 By accessing, downloading, installing, purchasing, or using any NerveX Neurotechnologies Inc. ("NerveX", "we", "us", "our") product or service—including the NxVET® software platform ("NxVET") and the NxSCOPE wearable device ("NxSCOPE")—you ("you", "User") agree to be bound by these Terms & Conditions ("Terms"). If you do not agree to these Terms, you may not use NxVET, NxSCOPE, or any related services (collectively, the "Services").

1.2 Changes to Terms
 We may modify these Terms at any time. Material changes will be communicated via email, in‑app notice, or our website 15 days before they become effective. Continued use of the Services after the effective date constitutes acceptance. Enterprise Clients (as defined below) may require written consent for material changes per their Master Services Agreement ("MSA").

1.3 Applicable Laws & Jurisdiction
 The Services are controlled from Ontario, Canada and are intended for use where lawful. These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict‑of‑law principles, unless another jurisdiction is specified in an executed MSA.

1.4 Enterprise Clients
 “Enterprise Client” means a clinic, hospital, or organization that has executed an MSA with NerveX. Where an MSA conflicts with these Terms, the MSA prevails.

1.5 No Legal or Medical Advice
 The Services provide decision‑support information only and do not constitute veterinary or medical advice. Always seek a qualified professional for diagnosis or treatment.


2. Definitions


3. Description of Services

3.1 NxVET Platform
 NxVET is a cloud‑based platform that stores medical records, performs AI‑assisted transcription, and generates analytics.
3.2 NxSCOPE Device
 NxSCOPE integrates a digital stethoscope, a non‑contact temperature sensor, and a microphone positioned near the clinician’s mouth. Audio is encrypted on‑device and can be routed to NxVET or supported third‑party transcription systems.
3.3 Third‑Party Integrations
 The Services may interoperate with third‑party software (e.g., AI scribe platforms, patient management systems). Third‑party terms apply and NerveX is not responsible for such services.
3.4 Availability & Updates
 We aim for 99% uptime but do not guarantee uninterrupted service. Maintenance windows and emergency downtime will be announced when reasonably possible. New features may be added, modified, or removed at NerveX’s discretion.


4. Registration & User Accounts

4.1 Eligibility – You must be at least 16 years old or the age of majority in your jurisdiction, whichever is higher.

4.2 Account Creation – Accurate, current, and complete information is required. You are responsible for safeguarding credentials.

4.3 Account Types – Individual, Clinic, and Enterprise accounts are available. Enterprise accounts require an MSA.

4.4 Security & Notification – Notify us immediately of unauthorized use. We are not liable for losses arising from compromised accounts.

4.5 Termination – We may suspend or terminate accounts for breach of these Terms with prior notice, except in exigent circumstances (e.g., fraud, security risk).


5. User Responsibilities

5.1 Acceptable Use – Use the Services only for lawful, clinical, teaching, or research purposes consistent with these Terms.

5.2 Prohibited Activities include, without limitation:
a. Uploading unlawful, harmful, or infringing content.
b. Reverse‑engineering, decompiling, or disassembling software or firmware.
c. Bypassing security features or attempting unauthorized access.
d. Using the Services to surveil subjects without consent where required by law.

e. Distributing malicious code or interfering with Service operation.

5.3 User Content – You retain ownership of User Content. By submitting User Content, you grant NerveX a worldwide, non‑exclusive, royalty‑free license to use, reproduce, and process such content solely to deliver and improve the Services, and as otherwise outlined in our Privacy Policy.

5.4 Data De‑Identification – We may create and use anonymized, aggregated data for analytics, research, and product development.


6. Fees, Subscriptions & Payment

6.1 Pricing – Subscription fees for NxVET and hardware prices for NxSCOPE are as listed at purchase or per an MSA. Prices exclude taxes and shipping.

6.2 Billing & Renewal – Unless otherwise stated, subscriptions auto‑renew on a monthly or annual basis at the then‑current rate. Cancel via your account dashboard at least 30 days before renewal to avoid charges.

6.3 Late Payment – Overdue invoices accrue 1.5 % interest per month (18 % per annum) or the maximum allowed by law.

6.4 Refunds – Fees are non‑refundable except as expressly stated in Section 12 (Return Policy) or required by law.


7. Intellectual Property Rights

7.1 NerveX Ownership – NerveX retains all rights, title, and interest in NxVET, NxSCOPE, and all related intellectual property, including patents, trademarks, and copyrights.

7.2 User Feedback – Suggestions or feedback may be used by NerveX without obligation.


8. Privacy & Data Security

8.1 Data Protection – We take the security of your personal information seriously and have implemented appropriate technical and organizational measures to protect it from unauthorized access, disclosure, alteration, or destruction. These measures include encryption of data at rest and in transit, secure storage environments, regular security assessments, and access controls based on the principle of least privilege. We are committed to aligning our practices with industry standards, and we are continuously improving our security protocols to meet evolving best practices and regulatory requirements.

8.2 Access and Update Your Personal Information - You have the right to access and update your personal information at any time. To do this, you can log in to your account and make changes directly through the App, or you may contact us through our main contact channels to request access to, correct, or update any personal information that you have provided to us.

8.3 Storage & Retention – We retain your personal information for as long as necessary to fulfill the purposes for which it was collected, as described in this Privacy Policy, or to comply with legal, regulatory, or other obligations. Our data retention policies are reviewed regularly, and personal data that is no longer necessary is securely deleted or anonymized. For specific types of personal information, we apply retention periods based on industry standards, such as retaining customer records for 7 years, in line with legal obligations.

8.4 Deletion of Personal Information - You may request the deletion of your personal information at any time by contacting us through our main contact channels. We will promptly delete your personal information, subject to any legal or regulatory obligations that may require us to retain certain information for a specified period.

8.5 Incident Response – NerveX maintains incident response procedures and will notify affected Users of data breaches in accordance with legal requirements.


9. Warranty & Disclaimers

9.1 NxSCOPE Hardware Warranty – NxSCOPE hardware is warranted against defects in materials and workmanship for one (1) year from date of shipment. See Section 12 for return procedures.

9.2 Software & Beta Features – NxVET, firmware, and beta features are provided “as is” without warranties of any kind, express or implied.

9.3 Medical Disclaimer – The Services are not substitutes for professional veterinary or medical judgment. You remain solely responsible for clinical decisions.

9.4 Disclaimer of Warranties – To the maximum extent permitted by law, we disclaim all warranties, including merchantability, fitness for a particular purpose, non‑infringement, and quiet enjoyment.


10. Limitation of Liability

To the fullest extent permitted by law, NerveX and its affiliates shall not be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, data, or goodwill, arising from or related to the Services, even if advised of the possibility. NerveX’s aggregate liability shall not exceed the greater of (a) CAD 100 or (b) the total fees paid by you in the 12 months preceding the claim.


11. Indemnification

You agree to defend, indemnify, and hold harmless NerveX, its directors, officers, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from your (a) use of the Services; (b) breach of these Terms; or (c) violation of applicable laws or third‑party rights.


12. Return Policy & Hardware RMA

12.1 No‑Questions‑Asked Returns – Unused NxSCOPE units may be returned within 30 days of delivery for a refund, less shipping, if accompanied by proof of purchase and in original packaging.

12.2 Warranty Returns – For defects covered under Section 9.1, contact support@nx.vet to obtain a Return Merchandise Authorization (RMA) number. You must ship the device in protective packaging. NerveX will, at its discretion, repair, replace, or refund the unit.

12.3 Exclusions – Damage caused by misuse, unauthorized modification, accidents, or use outside the stated operating instructions is not covered.

12.4 Title & Risk – Title and risk pass to NerveX upon receipt of the returned device.


13. Governing Law & Dispute Resolution

13.1 Informal Resolution – Contact support@nx.vet to attempt resolution within 30 days before initiating formal proceedings.

13.2 Arbitration – Except for claims eligible for small‑claims court or injunctive relief, disputes will be resolved by binding arbitration under the ADR Institute of Canada Arbitration Rules in Toronto, Ontario, in English. Judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver – Disputes must be brought individually; class or representative actions are prohibited.

13.4 Small Claims & Injunctive Relief – Either party may seek relief in small‑claims court or equitable relief to prevent unauthorized use or disclosure of confidential information.


14. Modifications to Services

We may modify, suspend, or discontinue any feature of the Services at any time. For material changes adversely affecting subscription functionality, we will provide 60 days notice.


15. Data Loss & Backups

While NerveX implements redundant storage and routine backups, we do not guarantee against data loss. Users are responsible for maintaining external backups of critical data.


16. Third‑Party Services & Links

Links to third‑party websites or services are provided for convenience only. NerveX does not endorse or control such services and disclaims responsibility for their content or availability.


17. Termination

17.1 By NerveX – We may terminate or suspend the Services upon material breach of these Terms with notice.
17.2 By User – You may terminate your account at any time via the dashboard or by contacting support.
17.3 Effect – Upon termination, your right to use the Services ceases. Provisions that by their nature should survive (e.g., intellectual property, limitations of liability) shall remain in effect.


18. Miscellaneous

18.1 Entire Agreement – These Terms, our Privacy Policy, and any applicable MSA constitute the entire agreement.
18.2 Severability – If any provision is held invalid, the remainder remains in force.
18.3 No Waiver – Failure to enforce any provision is not a waiver of future enforcement.
18.4 Assignment – You may not assign rights or obligations without NerveX’s prior written consent. We may assign these Terms in connection with a merger, acquisition, or asset sale.
18.5 Notices – Notices to NerveX must be sent to legal@nervexneurotech.com and will be deemed delivered upon receipt.


19. Contact Information

NerveX Neurotechnologies, Inc.

108 College Street, Suite W680  

Toronto, ON  

M5G 0C6
Email:
support@nx.vet
 Phone: +1 647 250‑7465


© 2025 NerveX Neurotechnologies Inc. All rights reserved.