Terms of Service – Version 3

Last Updated: October 3, 2025

This page explains the terms by which all users (“you” and “your”) may download, install, copy, access or use Divergence Neuro Technologies Inc.’s (“we”, “our” and “us”) software, including any future updates, upgrades or versions of the software (collectively, the “Software”) and any associated products and services made available by us or on our behalf from time to time including, but not limited to, our websites, widgets, computer programs, platforms, mobile applications, and training courses and programs (collectively, the “Services”) and accompanying documents, information, manuals or other related materials provided by us as part of, or in connection with the Software. By accessing or using the Software and/or the Services, you signify on your behalf and any person or entity that you represent that you have read, understood, and agree to be bound by these Terms of Service (the “Agreement”). We reserve the right to make unilateral modifications to these terms and will provide notice of these changes as described in Section 21 below.

If you are a business, company, institution or other legal entity, you may permit Authorized Users to access and use the Software or the Services in compliance with this Agreement. “Authorized User(s)” mean the following users that you authorize to access or use the Services on your behalf: (a) your employees, agents, or independent contractors; (b) others such as clients, students, or subscribers where the Services is provided to your end user customers together with your other services and not on a standalone basis; or (c) other users expressly authorized to use and access the Services by us.

The Software and the Services are for information purposes only and are not intended to be used for any other purpose, including medical or diagnostic-related purposes.

Accounts You may be required to establish an account and pay any fees through payment processors in order to use the Software and/or the Services. If so, you agree to: (i) establish and use only one account with us; (ii) provide true, accurate, current and complete information about yourself as prompted by the Software or Services; and (iii) as permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate, outdated, or non-compliant with the terms of this Agreement or the Privacy Policy, we have the right to suspend or terminate and/or cancel your account and/or prohibit any and all current or future use of the Software and/or Services by you. You are responsible for maintaining the confidentiality of your unique username, password, access code or other sign-in mechanism and all other account information (collectively, “Account Information”) and your account and are fully responsible for all activities that occur under your account. You agree you will not share your Account information with anyone and if anyone else has access to your Account Information, then you are responsible for any of their actions. You agree to prevent unauthorized access to your account by selecting and protecting your Account Information in accordance with current reasonable security standards and limiting access to your computer, browser, or mobile device by signing off after you have finished accessing your account. You agree to immediately notify us at info@divergenceneuro.com of any unauthorized use of your Account Information or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account and will indemnify us for any losses we suffer due to your use or misuse of the Software and/or Services including charges resulting from any unauthorized use of your account. Unless otherwise agreed to between you and us, user subscriptions cannot be shared or used by more than one individual user. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that we may access, use, preserve and/or disclose your Account Information if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (i) comply with legal process or request; (ii) enforce the Agreement including investigation of any potential violation thereof; (iii) detect, prevent or otherwise address security, fraud or technical issues; or (iv) protect our rights, property or safety of the rights, property or safety of our users or the public as considered necessary by us or permitted by Applicable Law.
User Conduct If we determine in our sole discretion that any you are not using the Software or the Services responsibly, we have the right (but not the obligation) to remove, edit, block or delete your transmissions, User Content, or use of the Software and/or the Services. We may, without prior notice, change the Software or the Services; stop providing the Software or the Services or features of the Software or the Services to you or to users generally; or create usage limits for the Software or the Services. We may permanently or temporarily terminate or suspend your access to the Software or the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Software or the Services or any part thereof. You are solely responsible for your interactions with other users of the Software and the Services. We reserve the right, but have no obligation, to monitor disputes between you and other users. We shall have no liability for your interactions with other users, or for any user’s action or inaction.
Intellectual Property The Software and the Services are protected by copyright, patent, trademark, trade secret and other intellectual property rights and laws. As between you and us, we retain all right, title, interest, ownership and intellectual property rights in and to the Software and the Services. The License confers no title or ownership in the Software or the Services and is not a sale of any rights in the Software or the Services. The License does not grant you any right to any enhancement or update to the Software and the Services. We reserve any and all rights not expressly granted to you. The Software and/or Services may incorporate third party intellectual property or open source code.
Confidentiality and Publicity In connection with the Software and the Services provided to you under this Agreement, you may, from time to time, be exposed to and may be furnished with certain information, material or data relating to the Software and the Services that are either specifically identified as confidential prior to or at the time of disclosure or would reasonably be considered confidential and/or proprietary to us (“Confidential Information”). During the term of this Agreement and for a period of five (5) years thereafter, you will keep confidential and not reveal or disclose to any third party any such Confidential Information. You will be directly liable for the acts or omissions of your employees, agents, contractors and other authorized parties with respect to such confidentiality obligations. You agree to protect the Confidential Information with the same standard of care and procedures which you use to protect your own trade secrets, proprietary information and other confidential information and, in any case, not less than a reasonable standard of care. Confidential Information includes, without limitation: (a) any test results relating to the Services; (b) the Software source code; (c) technical specifications related to the Services; (d) any non-publicly available pricing; and (e) except for User Content, all technology, know-how, algorithms, testing procedures, software, structure, interfaces, specifications, reports, analysis and other technical information learned, accessed or derived by you pursuant to this Agreement or pursuant to your use of or access to the Software and/or the Services. Except where you are merely evaluating the Software or the Services, you agree we will have the right to issue a press release or otherwise publicize your use of the Software or the Services and use your logo on our websites and other marketing materials.
Not Medical Devices or Services
(a) For Information Purposes Only Content generated or found through the Software, the Services or our products is for informational purposes only and is not intended to replace the relationship between you and your physician, healthcare provider or other professional you are working with (collectively, “Professionals”). You acknowledge and agree that our products, the Software and the Services are not medical devices or medical services, and we are not a licensed medical or healthcare provider and have no expertise in diagnosing, examining, or treating medical conditions of any kind. (b) Physical Symptoms In rare cases, people may experience seizures or blackouts due to exposure to flashing lights and patterns created by the display of certain applications on mobile or other such similar devices used in conjunction with the Software or the Services. If you have done so, or have experienced any nausea, involuntary movements, tingling, numbness, or vision issues while using such devices in the past, you should consult with an appropriate Professional before using similar applications and should immediately cease all such use of such applications should the symptoms reoccur. In any event you should avoid prolonged use of such applications to minimize any possible discomfort or fatigue, including any muscle, joint or eye strain.
Support to End Users Unless otherwise agreed to in writing by us, we shall not be responsible for supporting any End Users of the Services. You shall ensure that you and/or your designee support all End Users of the Services, including, at a minimum, answering and responding to telephone calls and email, logging calls and messages, problem determination and providing known work-arounds and solutions to problems. You shall use reasonable efforts to ensure all End Users contact you and/or your designee directly for support. If, notwithstanding such efforts, we are being contacted by a significant number of End Users, you and we will cooperate to develop procedures and practices to minimize such contact.
Third-Party Links and Information The Services may contain links to third-party materials that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party websites, information, materials, products, or services. If you access a third-party website or service from the Services on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and our Privacy Policy do not apply to your use of such websites. You expressly relieve us from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
Termination This Agreement is effective until terminated. You may terminate this Agreement at any time by uninstalling the Software and destroying all copies of the Software in your possession or control and ceasing to use all Services. We may terminate this Agreement immediately upon notice to you for any or no reason. The Agreement will terminate immediately without notice from us if you fail to comply with any provision of this Agreement. Upon termination of this Agreement, you agree to immediately uninstall the Software and destroy all copies of the Software and cease using all Services.
Indemnity You agree to defend, indemnify and hold harmless us and our suppliers, partners, licensors, dealers, representatives, associates or affiliates, and each of their respective employees, contractors, agents, advisors, representatives, shareholders, officers and directors (collectively, the “Divergence Parties”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees and disbursements) arising from: (a) your use of and access to the Software or the Services, including any act or omission by you or users of your account or any data or content transmitted or received by you; (b) your violation of any term of this Agreement, (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any Applicable Laws; (e) any User Content that you submit to the Software or the Services including without limitation misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of the Software or the Services with your Account Information. You will cooperate as fully as reasonably required in the defense of any claim.
No Warranty The Software and the Services are provided on an “as is”, “as available” and “with all faults” basis. Use of the Software and the Services is at your own risk. To the maximum extent permitted by Applicable Laws, the Software and the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from a Divergence Party or through the Software or the Services will create any warranty not expressly stated herein. Without limiting the foregoing, the Divergence Parties do not warrant that the content is accurate, reliable or correct; that the Software and the Services will meet your requirements; that the Software and the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Software and the Services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Software or the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Software or the Services.
Disclaimer None of the Divergence Parties will have any responsibilities or liability with respect to the following: (a) the Software or the Services could be impacted by one or more regulatory inquiries or actions, which could prevent or limit our ability to continue to develop or provide the Software or the Services, or for you and your users to use the Software or the Services, (b) we have no obligation to update the Software, the Services or each of their underlying platforms and networks to address, mitigate, or remediate any security or other vulnerabilities in the Software or the Services, or such platforms or networks, and (c) portions of the Software or the Services or any other underlying networks and platforms may rest on open-source software, and there is a risk that weaknesses or bugs that may be introduced in the infrastructural elements of the Services or any other underlying networks and platforms, which may result in security vulnerabilities, data loss, damage, destructions, disclosure, or other compromises.
Assumption of Risk; Limitation of Liability(a) Assumption of Risk You acknowledge and agree that we do not warrant that the Software is error free. You expressly agree that you assume all risk in connection with your access and use of the Software and the Services.(b) Limitation of Liability You also agree that to the maximum extent permitted by Applicable Laws, in no event shall any Divergence Party be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Software or the Services. Under no circumstances will any Divergence Party be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Software, the Services or the information contained therein. To the maximum extent permitted by Applicable Laws, we assume no liability or responsibility for (a) the installation, download, copying, access to or use of the Software or the Services, (b) any errors, mistakes, or inaccuracies of content; (c) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Software or the Services; (d) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (e) any interruption or cessation of transmission to or from the Software or the Services; (f) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Software or the Services by any third party; (g) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Software or the Services; and (h) User Content or the defamatory, offensive, or illegal conduct of any third party. You agree that if, notwithstanding the other provisions of this Agreement, a Divergence Party is found to be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs, such Divergence Party’s liability shall in no event exceed the amount paid by you for the Software or the Services in the one (1) month immediately preceding the event giving rise to your claim, if any.
Limitations as Allowed by Law Some provinces, territories, states, districts and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by Applicable Laws.
Exclusions Fundamental to this Agreement The disclaimers of warranties and limitations of liability set forth in this Agreement are fundamental elements of the basis of the agreement between you and us. You understand and agree that we would not be able to economically or reasonably provide the Software or the Services to you without these limitations.
Non-Waiver Our failure or delay in insisting upon or enforcing strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or rights. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless expressly made in writing by us.
Severability In the event that any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these terms and conditions shall otherwise remain in full force and effect.
Governing Law and Jurisdiction This Agreement is entered into in the Province of Ontario and shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario or any other judicial district or jurisdiction as we may determine in any and all actions, disputes or controversies relating hereto. The United Nations Convention on Contracts of the International Sale of Goods is expressly excluded. You further agree as follows: (a) any claim brought to enforce these terms and conditions must be commenced within two (2) years of the cause of action accruing; (b) no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and legal fees; (c) your sole and exclusive remedy shall be for monetary damages only and you hereby waive all rights to equitable remedies; and (d) any claim must be brought individually and not consolidated as part of a group or class action complaint.
Entire Agreement This Agreement, including all other documents incorporated by reference herein, are binding and constitute the entire agreement between us and you with respect to your use of the Software and the Services.
Amendments We reserve the right, in our sole discretion, to modify the terms of this Agreement from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of this Agreement. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended terms of this Agreement, then your only recourse is to terminate this Agreement by providing written notice to us and must stop using the Services.
Language The parties agree that the English language will be the language of the Agreement and all documents in connection thereto, and each party waives any right (whether statutory or otherwise) to use and rely upon any other language, or translations. Il est de la volonté expresse des parties que tous les documents qui s’y rattachent soient rédigés en langue anglaise.
Privacy Policy You acknowledge and agree that you have read our Privacy Policy made available to you through the Software and/or the Services) and consent to the handling and processing of your data as described in our Privacy Policy.