Terms and Conditions of Service

1Premises and definitions

These General Terms and Conditions of Service (hereinafter also "Terms") govern the use of the HFbioVR platform and the related services and content offered by Human Flow Health Technology SRLS, hereinafter also the "Controller".

For the purposes of these Terms, the following definitions apply:

Controller	Human Flow Health Technology SRLS, with registered office at Via Monsignor Giuseppe Bolla, 14036 Moncalvo (AT), Italia, VAT 01782670051, PEC boido.ermete@pec.it
Platform / Services	The set of features, content and software tools offered through the HFbioVR brand, accessible in SaaS mode via Web and/or through dedicated applications for VR headsets
Website	The Controller's institutional websites: humanflowhealthtech.com and hfbiovr.com, with all their pages and sub-sections
Customer	The natural or legal person who subscribes to a Package and becomes the holder of the administration account
User	The natural person who actually uses the services of the Platform, both as a professional operator and as an end user for personal wellbeing purposes
Package	A specific combination of exercises, features and usage rights made available to the Customer, structured in Cognitive (wellness), Psychological, Functional and Mega Suite packages
Exercise / Experience	A single interactive digital activity within the Platform, based on brain training paradigms documented in the scientific literature
Account	The Customer's personal space on the Platform, accessible via individual credentials
Hardware	Optional proprietary devices (Biofeedback Device, Motion Sensor Kit) and compatible VR headsets (in particular Meta Quest)

2Subject of the contract and acceptance

The subject of these Terms is the provision, by the Controller to the Customer, of the following Services:

• access in Software-as-a-Service mode to the HFbioVR platform and to the subscribed Packages
• execution of the Exercises in virtual reality and/or in desktop / mobile mode (where technically supported)
• Customer administration tools (dashboard, User management, collection and visualization of performance metrics)
• software updates and new exercises included in the subscribed Package during the subscription period
• technical support according to the methods provided by the subscribed plan

Acceptance

The use of the Platform and the subscription to a Package entail the full and unconditional acceptance of these Terms, of the Privacy Policy and of any other contractual document referred to. Acceptance takes place by means of specific explicit confirmation (check) in the registration and/or checkout process.

These Terms may be supplemented by specific special conditions agreed in writing with the Customer in the context of the commercial offer; in case of conflict, the special conditions prevail.

3Special provision — Wellness packages and future medical devices

Psychological, Functional and Mega Suite packages

The Psychological, Functional and Mega Suite packages are, as of the date of publication of these Terms, awaiting CE certification as medical devices pursuant to EU Regulation 2017/745. Until certification is granted, such packages are not accessible and are not provided to Customers; they are indicated in the catalog for informational purposes and to collect expressions of interest.

Upon the issuance of CE MDR certification, the Controller will update these Terms and the Privacy Policy to specifically regulate the use of such packages as medical devices, including the vigilance, traceability, operator training and reporting obligations required by applicable legislation.

Limits of use also for wellness areas

Also with reference to Cognitive (wellness) packages, the Customer and the Users undertake to stop using the Platform and to consult a qualified healthcare professional in the presence of:

• physical discomfort, headache, nausea, dizziness, malaise, epileptic attacks or symptoms of motion sickness
• pre-existing clinical conditions (epilepsy, vestibular disorders, neurological, cardiological or psychiatric conditions) for which it is appropriate to evaluate the suitability for use of virtual reality experiences
• age below the minimum recommended by the VR headset manufacturer (Meta Quest: 10 years with supervision, 13+ for full use)

4Registration, account and credentials

Access to the Services requires the creation of an Account. For registration, the Customer provides truthful, complete and up-to-date data, and undertakes to keep them as such.

Customer requirements

• Age of majority (18 years old) or, for minors, authorization of the legal representative
• Legal capacity to assume contractual obligations
• Availability of a valid email address and of payment instruments accepted by the Platform

Credentials and responsibility

Access credentials are personal and non-transferable. The Customer is solely responsible for their custody and confidentiality, and undertakes to:

• choose strong passwords and not to share them with third parties
• promptly notify the Controller of any suspected unauthorized use of the Account, writing to support@humanflowhealthtech.com
• be liable for any activity performed through its Account, unless proven otherwise

Multi-user account (clinic customer)

Customers of the clinic / center / practice type may create sub-account profiles for their operators (therapists) and for their end Users. In such case, the Customer guarantees that they have obtained from each sub-user the consent to the processing of their personal data and assumes responsibility for the correct management of such profiles.

5Packages, prices, billing and renewal

Packages and prices

The Packages, their contents and the related fees are indicated in the public catalog of the Platform, section "Packages", and in the specific commercial offer that may be transmitted to the Customer before subscription. Prices are expressed in Euro (€) and are subject to VAT to the extent provided by law.

Payment methods

Payments are made through the electronic payment provider Stripe (Stripe Payments Europe Limited, Ireland), in compliance with PCI-DSS standards. The Controller does not store payment card data. The methods indicated at checkout are accepted (Visa, Mastercard, American Express credit/debit cards, and other methods made available by Stripe).

Monthly or annual subscription

SaaS packages are provided in recurring subscription mode, with monthly or annual frequency at the Customer's choice at the time of subscription. The subscription is automatically renewed at expiration, unless the Customer cancels in accordance with section 6.

Billing

Invoices are issued electronically in compliance with Italian regulations and transmitted to the Interchange System (SDI) with the recipient code or PEC indicated by the Customer at registration. Non-fiscal receipts (for consumers) are sent via email.

Hardware

The purchase of proprietary Hardware is governed by a one-off sales contract, with delivery at the expense and risk indicated in the commercial offer. The 24-month legal warranty of conformity applies in accordance with the law.

Payment default

In case of failure to pay at the due date, the Controller has the right to immediately suspend access to the Services and, after 15 days from the due date without settlement, to terminate the contract pursuant to art. 1456 of the Italian Civil Code, without prejudice to the right to compensation for damages.

6Right of withdrawal and termination

Consumer withdrawal (B2C) — 14 days

The Customer acting as a consumer pursuant to Legislative Decree no. 206/2005 ("Consumer Code") has the right to withdraw from the contract within 14 days of conclusion, without providing any reason and without costs other than those possibly provided for by law.

The consumer may exercise the right of withdrawal by writing to legal@humanflowhealthtech.com or by using the standard withdrawal form provided by Annex I, part B, of the Consumer Code.

Exclusion for professional Customer (B2B)

The right of withdrawal governed by the Consumer Code does not apply to the Customer who subscribes to the Services in the context of a professional, commercial, artisanal or entrepreneurial activity. In such case, the Customer may cancel the subscription at the next renewal with a minimum notice of 30 days before the end of the current billing period, by writing to legal@humanflowhealthtech.com.

Cancellation after withdrawal

After the withdrawal period or in the case of a professional Customer, the Customer may cancel the automatic renewal at any time, with effect at the end of the current billing period. Cancellation does not entitle to refund of fees already invoiced for the current period, unless otherwise agreed in writing.

7Customer obligations and use prohibitions

The Customer and the Users undertake to use the Platform in a lawful, correct manner and in compliance with these Terms. In particular, it is prohibited to:

• use the Cognitive packages as diagnostic, therapeutic or clinical assessment tools, or present them as such to third parties (see section 3)
• share access credentials with unauthorized persons or allow simultaneous use of the Account by multiple Users
• circumvent the technical mechanisms for access control, pricing and compliance with the subscribed Package
• subject the Platform to reverse engineering, decompilation, disassembly, except as permitted by mandatory provisions of law
• copy, reproduce, modify, distribute, make available to the public or create derivative works from the contents and software of the Platform
• resell the Services to third parties, in whole or in part, without express written authorization from the Controller
• use the Platform for unlawful purposes, contrary to public order, public morality or harmful to the rights of others
• upload, enter or transmit viruses, malware, malicious code or any element capable of compromising the operation of the Platform or the integrity of third-party data
• perform massive scraping, automated content collection or overloading the Controller's resources

The violation of even one of the prohibitions listed above may result in the immediate suspension of the Account pursuant to section 10.

8Intellectual property

All intellectual and industrial property rights relating to the Platform — including software code, interfaces, design, VR experiences, exercise paradigms in their concrete implementation, audio and video content, images, documentation, trademarks (in particular "HFbioVR" and "Human Flow Health Tech"), logos and domain names — are the exclusive property of the Controller or its licensors, and are protected by Italian and international laws on copyright, trademarks, patents and trade secrets.

License of use

By subscribing to the Package, the Controller grants the Customer a non-exclusive, non-transferable, non-sub-licensable and revocable license of use on the Platform, limited to the duration of the subscription and to the perimeter of the contents included in the Package. The license is limited to the use of the Services for the purposes described herein and does not in any way entail the transfer of ownership or other real rights on the software or content.

Paradigms and scientific literature

The exercises of the Platform are inspired by neuropsychological and brain training paradigms documented in the public scientific literature. The bibliographic references, cited where applicable, refer to works in the public domain or of other authors of which the Controller does not claim ownership. The specific VR implementation of such paradigms, and any creative and technical element related to it, remain the exclusive property of the Controller.

Customer feedback

If the Customer provides the Controller with suggestions, ideas, reports or feedback relating to the Platform, they grant the Controller a free, perpetual and irrevocable license to use such contributions for the improvement of the Service, without right to compensation.

9Warranties, limitation of liability and disclaimers

Warranty of conformity

The Controller guarantees the provision of the Services in the terms, with the quality and in the manner described in these Terms and in the commercial offer. The Platform is provided "as is" and "as available" within the limits permitted by law, without prejudice to the mandatory warranties in favor of consumers.

Limitation of liability

Except in cases of willful misconduct, gross negligence or liability that cannot be excluded by law (including hypotheses of personal injury arising from defective products and the mandatory rights of the consumer), the Controller's overall liability towards the Customer is limited to the fee actually paid by the Customer for the Services in the last 12 months preceding the event that gave rise to the liability.

The Controller is not liable for indirect damages, lost profits, loss of customers, loss of data outside of its control, reputational damages, damages from interruption of the Customer's professional activity, except in cases of willful misconduct or gross negligence.

Maintenance, updates and unavailability

The Controller may temporarily suspend the provision of the Services for scheduled maintenance, updates or for reasons of force majeure. Where possible, scheduled interventions will be preceded by reasonable notice. Brief and occasional unavailability does not constitute default and does not give rise to refunds or compensation.

Hardware and third-party providers

The use of the Platform requires third-party devices (Meta Quest headset, computer, smartphone) over which the Controller has no control. The Controller is not liable for malfunctions, incompatibilities or service termination arising from such devices or their providers (Meta Platforms, network providers, third-party cloud service providers).

10Suspension, termination and cessation

Suspension

The Controller may suspend the Account and access to the Services, by giving notice to the Customer, in case of:

• failure to pay at the due date (see section 5)
• violation of the prohibitions referred to in section 7
• use of the Platform suitable to compromise the security, stability or integrity of the service or third-party data
• well-founded suspicion of unlawful use or violation of third-party rights

Termination

The following constitute grounds for termination by operation of law pursuant to art. 1456 of the Italian Civil Code, following written notice from the Controller:

• failure to pay continuing for more than 15 days from the due date
• serious or repeated violation of the prohibitions referred to in section 7
• use of the Cognitive packages as a medical device in violation of section 3
• declaration of insolvency, opening of insolvency procedures against the Customer as a legal entity

Effects of cessation

Upon cessation of the contract, on any grounds whatsoever, the Customer loses the right to access the Platform and the Services. Personal and session data is processed according to the times and methods indicated in the Privacy Policy. The Customer may request, before cessation, the export of their data within the limits provided for by art. 20 GDPR.

11Changes to terms, privacy and communications

Changes to the Terms

The Controller reserves the right to modify these Terms at any time for technical, regulatory or service requirements. Changes will take effect after 15 days from their publication on this page and from the sending of an email communication to registered Customers. Continued use of the Services after the changes take effect entails their acceptance. In case of substantial changes unfavorable to the Customer, the latter has the right to withdraw from the contract within 30 days from the entry into force of the changes, by giving written notice to the Controller.

Privacy

The processing of personal data is governed by the Privacy Policy, which constitutes an integral and substantial part of these Terms. The subscription of the Services implies full knowledge and acceptance of such Policy.

Communications

All communications between the parties relating to the execution of this contract take place in writing, to the email address indicated at registration (for the Customer) and to the address legal@humanflowhealthtech.com (for the Controller). Formal or contractually significant communications may be validly transmitted via certified email (PEC) to boido.ermete@pec.it.

12Applicable law, jurisdiction and dispute resolution

Applicable law

These Terms and any relationship between the parties are governed and interpreted in accordance with Italian law, without prejudice to mandatory consumer protection rules provided for by the law of the country of residence of the consumer (art. 6 EU Reg. 593/2008 "Rome I").

Jurisdiction

For any dispute however arising from the execution, interpretation or termination of these Terms, the Court of Milano shall have exclusive jurisdiction, without prejudice to the mandatory consumer jurisdiction (art. 66-bis Consumer Code: forum of residence or domicile of the consumer).

Alternative dispute resolution (ODR)

The consumer who intends to file a complaint may access the European Online Dispute Resolution platform (ODR), established pursuant to EU Regulation 524/2013, available at: ec.europa.eu/consumers/odr. Alternatively, the consumer may activate the mediation procedure pursuant to Legislative Decree no. 28/2010 at an accredited Mediation Body.

Vexatious clauses

Pursuant to and for the effects of arts. 1341 and 1342 of the Italian Civil Code, the Customer declares to have read, understood and specifically approved the clauses referred to in articles: 3 (wellness use limits), 5 (automatic renewal, suspension for non-payment), 7 (use prohibitions), 9 (limitation of liability), 10 (suspension and termination by operation of law), 11 (changes to the Terms), 12 (jurisdiction).