Cionic, Inc. (“Cionic”) has developed a neuro tech platform to build mobility devices that facilitate muscle re-education to improve mobility, that provides products, materials and services (collectively, the “Service“). As a condition for using the Service, each user of the Service ("Customer” and together with Cionic, the “Parties”) agrees to access and use the Service only in accordance with and subject to the terms and conditions of this agreement (“Agreement”). If a capitalized term is not defined or does not have a meaning ascribed to it in the context in which it is used, then the capitalized term shall have the industry standard meaning.

Definitions

Neural Sleeve. For the purposes of this agreement and throughout all Cionic communications, whenever we reference the "Neural Sleeve," we are referring collectively to the Neural Sleeve itself, its associated control unit, and all accompanying accessories necessary for its function and use. This inclusive definition applies to all references made in product descriptions, user guides, customer communications, warranties, and support services.

1. License and Usage
   1. Limited License. Subject to the terms and conditions of this Agreement, Cionic hereby grants to Customer a limited, non-exclusive, non-transferable, revocable license (except as set forth in Section 10.6 (Assignment)) to access and use the Service solely for Customer’s own business purposes, and in accordance with all related user documentation customarily provided by Cionic (“Documentation“). No ownership or other rights or licenses of any kind are granted by Cionic to Customer hereunder with respect to the Service, including, without limitation, the source code, object code or underlying structure, ideas or algorithms of any of Cionic’s software, documentation or data related to, provided with, or used to provide the Service (the “Software“), and Customer shall not rent, sell, assign (except as set forth in Section 10.6 (Assignment)), lease, sublicense, or otherwise transfer or encumber the Service, including, without limitation, the Software.
   2. Updates. Cionic reserves the right to update, upgrade, enhance, change or modify (“Update“) the Service or Documentation at any time in its sole discretion. Any Updates to the Service or Documentation made available to Customer will be at no extra cost to Customer insofar as such Updates are generally made available to Cionic’s customers free of charge, and shall be subject to the terms of this Agreement and deemed to be part of the Service or Documentation (as applicable).
   3. Use Guidelines. Customer shall use the Service solely in accordance with the limited license granted in Section 1.1 (Limited License) and as otherwise contemplated herein. Customer acknowledges that the Software and Service are protected by ownership and intellectual property rights of Cionic or its third-party vendors or licensors (as applicable). Under no circumstances shall Customer be deemed to receive title to any portion of any Software, Service or resulting Cionic Analytics, title to which at all times shall vest exclusively in Cionic or its third-party vendors or licensors (as applicable). Customer shall not make or permit any alterations to the Service or remove any proprietary notices (e.g., copyright and trademark notices) therefrom. Customer shall not derive or attempt to derive the source code, source files, or structure of all or any portion of the Software by any form of reverse engineering, disassembly, or decompilation (of either the Software or the Cionic Analytics) and shall not access the Service in order to (a) build a product or service that is directly or indirectly competitive with the Software or Service; or (b) copy any ideas, features, functions or graphics of the Service. Software used in the Service will either be Cionic-hosted or third-party hosted as part of the Service.
   4. Use of Customer Data and Privacy Policy.
   1. Cionic’s use of Customer’s personal health information and data shall be in accordance with its Privacy Policy, which can be found at cionic.com/privacy.
2. Customer Deliverables and Services
   1. Third Party Vendor Software and Services. Customer acknowledges that, to the extent Cionic licenses some or all of the Software or other components of the Service from third party vendors, (a) Cionic may make available to Customer certain third party software or services; and (b) Cionic may update such third party software or services, and such vendors may (without any obligation) make them available to Cionic for use in connection with the Service.
3. Customer Obligations
   1. Compliance of Regulated Activities. Cionic and Customer recognize that this Agreement is subject to, and intended to comply with, Applicable Law, and agree that the Service addressed in this Agreement does not exceed that which is reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement. Cionic expressly disclaims, and Customer acknowledges and agrees that Cionic and its directors, officers, employees, agents, and affiliates shall not have any responsibility or liability for any compliance programs pertaining to Customer’s activities.
4. Billing and Returns
   1. Customer shall pay to Cionic the fees that are set forth at cionic.com.
   2. Returns.Returns of the Cionic product are subject to the terms and conditions set forth in Attachment A to this Agreement.
5. Cionic Warranty.
   Cionic’s warranty shall be limited to the warranty(ies) set forth in Attachment B to this Agreement. Notwithstanding anything to the contrary in this Agreement, Customer understands and agrees that the Cionic product is not effective or suitable for all Customers. Please contact Cionic at support@cionic.com if you have any questions or concerns about whether Cionic product is right for you.
   1. DISCLAIMER OF WARRANTIES. CIONIC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, OR NON-INFRINGEMENT. CIONIC DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE SUBSCRIPTION SERVICES SHALL BE UNINTERRUPTED, ERROR-FREE, OR THAT THE SUBSCRIPTION SERVICES OR DEVICES WILL PROVIDE ANY SPECIFIC RESULTS FOR CUSTOMER, OR PROVIDE ANY RESULTS AT ALL. FURTHER, USER ACKNOWLEDGES AND UNDERSTANDS THAT THE SUBSCRIPTION SERVICES MAY BE CONTINGENT ON THIRD PARTY PERFORMANCE AND CUSTOMER CANNOT GUARANTEE AND IS NOT LIABLE FOR THE SAME. CIONIC DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES WHICH ARE NOT CIONIC’S SUBCONTRACTORS.
6. Indemnification
   1. Indemnity Obligations of Cionic. Cionic shall indemnify, defend and hold harmless Customer and their representatives and agents (collectively, the “Customer Indemnified Parties“) from and against any litigation, claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses (collectively, “Losses“) arising out of or resulting from (a) Cionic’s gross negligence or willful misconduct in the performance of its duties and obligations hereunder; (b) Cionic’s breach of any representation or warranty set forth herein or violation of Applicable Laws which apply to it (subject to Section 3(b) (Compliance with Applicable Law)); or (c) any third party claim alleging that use of the Service as furnished hereunder in accordance with the Documentation and terms and conditions hereof, infringes such third party’s United States patent, copyright or trademark rights.
   2. Customer’s Indemnification. Except to the extent Cionic has agreed to indemnify Customer pursuant to Section 7.1 (Indemnity Obligations of Cionic), Customer shall indemnify, defend and hold harmless Cionic and its affiliates and their respective directors, officers, employees and agents (collectively, the “Cionic Indemnified Parties“) from and against any and all Losses resulting from or arising out of (a) the use of the Service or the Additional Services provided hereunder; (b) Customer’s breach of any representation, warranty, payment obligations set forth herein or violation of Applicable Laws; or (c) Customer’s breach of Section 1.4 (Restricted Customer Data, and Export Control Compliance) of this Agreement.
   3. Conditions to Indemnification. An indemnitor’s obligations to indemnify an indemnitee hereunder are conditioned upon (a) prompt notification of any Loss; provided, however, that failure by indemnitee to provide such notice shall not relieve indemnitor of any liability hereunder if no prejudice occurs; and (b) indemnitee’s full cooperation in the defense of such Loss.
7. Limitation of liability
   1. LIMITED REMEDY. EXCEPT FOR DAMAGES RESULTING FROM CUSTOMER’S BREACH OF SECTION 1.4 (RESTRICTED CUSTOMER DATA, AND EXPORT CONTROL COMPLIANCE) OF THIS AGREEMENT, IN NO EVENT SHALL ANY DISCLAIMING PARTY OR CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, BUSINESS, USE, DATA OR ANY INFORMATION (INCLUDING END CUSTOMERS’ PERSONAL DATA OR DOCUMENTATION), OR OTHER INTANGIBLE LOSSES, OR DAMAGES CAUSED BY THEFT, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, OR COMMUNICATIONS LINE FAILURE, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, CAUSED BY THE USE OF OR INABILITY TO USE THE SERVICE, MATERIALS OR ANY PRODUCTS PROVIDED HEREIN, OR ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED.
   2. MAXIMUM LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, CIONIC’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY RECEIVED BY CIONIC FROM CUSTOMER FOR ITS USE OF THE SERVICE FOR THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE INCIDENT WHICH IS THE BASIS FOR LIABILITY AROSE.
   3. Conditions to Indemnification. An indemnitor’s obligations to indemnify an indemnitee hereunder are conditioned upon (a) prompt notification of any Loss; provided, however, that failure by indemnitee to provide such notice shall not relieve indemnitor of any liability hereunder if no prejudice occurs; and (b) indemnitee’s full cooperation in the defense of such Loss.
8. Term and Termination
   1. Term and Termination. This Agreement shall remain in effect for as long as Customer continues to use the Cionic product. This Agreement shall terminate if Customer returns the Cionic product in accordance with Attachment A of this Agreement or Customer fails to use the product appropriately as set forth in Attachments A and B of this Agreement.
   2. Use of the Service. Cionic may, in its sole discretion, suspend Customer’s access to the Service (a) to prevent damage to, or degradation of, the Service; (b) to comply with any law, regulation, court order, or other governmental request; (c) to otherwise protect Cionic from potential legal liability; or (d) for any material violation of the terms of this Agreement. Cionic shall use reasonable efforts to provide Customer with prior notice of any suspension of the Service. Cionic will restore access to the Service as soon as practicable following the satisfactory resolution of the event giving rise to suspension. /li>
9. General provisions
   1. Notices.All notices hereunder shall be in writing and deemed to be properly given (a) upon personal delivery; (b) on the second business day after sending via facsimile or email, with written confirmation of receipt; or (c) if provided via overnight courier or first class mail, upon confirmation of receipt. All notices shall be sent to the address set forth on the signature pages hereto or to such other address as may be designated by the Parties.
   2. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither Party, nor either Party’s agents, have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the Parties is, and at all times shall continue to be, that of independent contractors.
   3. No Exclusivity.Nothing in this Agreement may be construed as to create an exclusive relationship between the Cionic and Customer.
   4. Force Majeure.Except for the payment of monies due hereunder, neither Party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, pandemic, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, error in the coding of electronic files, Internet or other network “brownouts” or failures, power failures, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities (each a “Force Majeure Event“); provided, that, upon becoming aware of such Force Majeure Event such Party gives the other Party prompt written notice of the failure to perform and the reason therefor and uses its commercially reasonable efforts to limit the resulting delay in its performance.
   5. Assignment. Neither Party may assign any of its rights or obligations under this Agreement without providing prior written notice to the other Party. Notwithstanding the foregoing, either Party may assign this Agreement without providing notice to, or obtaining the consent of, the other Party, at any time in connection with a merger, acquisition, corporate reorganization, or sale or transfer of all or substantially all of such Party’s assets. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
   6. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any actions arising out of or relating to this Agreement shall be commenced in a federal court in California. Customer hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.
   7. Survival. The following sections of this Agreement shall survive termination or expiration of this Agreement: 1.4 (Restricted Customer Data, and Export Control Compliance). 4 (Fees and Payment), 5 (Confidential Information), 6 (Representations and Warranties), 7 (Indemnification), 8 (Limitation of Liability), 9 (Term and Termination) and 10 (General Provisions).
   8. Waiver. The waiver by either Party of a breach of or a default under any provision of this Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
   9. Severability. The following sections of this Agreement shall survive termination or expiration of this Agreement: 1.4 (Restricted Customer Data, and Export Control Compliance). 4 (Fees and Payment), 5 (Confidential Information), 6 (Representations and Warranties), 7 (Indemnification), 8 (Limitation of Liability), 9 (Term and Termination) and 10 (General Provisions).
   10. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements, and communications, whether oral or written, between the Parties relating to the subject matter of hereof. Except as provided expressly herein, this Agreement shall not be modified, amended, or in any way altered except by a writing executed by both of the Parties.
   11. Code of Conduct: Any misconduct including but not limited to verbal or written abuse of Cionic employees, affiliates, or other users will not be tolerated and will result in the cancellation of services. Cancellation of service due to a violation of the Cionic code of conduct will be initiated by Cionic following the standard cancellation policy outlined in the Billing and Returns Policy outlined in Attachment A.

We appreciate your purchase of a Cionic Neural Sleeve and want to ensure that your experience with us is smooth and satisfactory. Please read this Billing and Returns Policy carefully.

1. If a customer receives a new Neural Sleeve and there is a fit issue, notify support@cionic.com right away. If electrode gel pads have not been applied and there is no damage to the sleeve due to customer mishandling, the sleeve can be exchanged at zero cost. The Cionic team will work with you to verify measurements and fit, and submit the request for the exchange if required.
   1. In the instance where a customer decides they are unhappy with the size sent during the size exchange and want to complete a second exchange, a one-time fee of $75 will be charged to cover all of the processing and logistics.
2. If electrode gel pads have been applied and/or there is damage to the Neural Sleeve due to customer mishandling, a cost quote for the exchange will be provided to the user once the product is received in the factory and the sleeve condition is assessed.
3. If relevant, any exchange cost will be a one-time cost in addition to the customer responsibility for monthly payments established at the time the order was placed.
4. The customer will have the option to pay for the exchange or purchase a 2nd sleeve a la carte and keep the first sleeve subject to cancellation policy. Note that if a customer purchases an additional Neural Sleeve a a carte, the Neural Sleeve can be returned within thirty days if electrodes have not been applied and no mishandling has occurred. For a la carte Neural Sleeves, a refund for the price of the extra sleeve less shipping costs will be processed in accordance with the refund policy detailed below.

1. Customer to notify Cionic Support in writing by emailing support@cionic.com. Voicemails to our general phone line or other means of communication do not suffice as an official means of cancellation - the formal cancellation request must be initiated in writing via email.
2. Please provide any requested details so our team can ensure we are addressing any questions you may have.
3. Cionic will pause your account access and billing, and email a prepaid return label. The product must be returned in its original condition, including all accessories, manuals, and the carrying case.
4. Once the Neural Sleeve has been received and inspected, the final cancellation will be processed. If all components are not included in the return, the customer must return the missing components in order to avoid being charged.

• Prior to Shipping: If a Customer cancels because they are unable to get a prescription or anytime prior to Cionic shipping the Neural Sleeve, the down payment will be refunded.
• Prior to Onboarding: If a customer cancels after they have received the Neural Sleeve but before onboarding is complete, the following terms apply:
  1. If the Neural Sleeve is returned within 2 months of delivery and electrode gel pads have not been applied, the customer is only responsible for the initial down payment.
  2. If the Neural Sleeve is returned within 2 months of delivery and electrode gel pads were applied to the Neural Sleeve, the customer is responsible for the initial down payment and first month’s payment.
  3. If the Neural Sleeve is not returned ’after´2 months’ , the customer is liable for the full cost of the Neural Sleeve.
• Cancellation After Onboarding: The customer is responsible for all payments incurred during use.
  • If the Neural Sleeve is canceled within the first 12 months - the Neural Sleeve must be returned within 2 months of the cancellation date or the customer will be charged the remaining payments for the initial 12-month period. If the customer changes their mind and decides not to cancel, if the Neural Sleeve has not already been returned and processed, the customer can reactivate the subscription by paying a $180 re-activation fee. If the Neural Sleeve has already been returned and processed, a new Neural Sleeve must be ordered. If the Neural Sleeve is returned without all required components, the Customer must return the missing component(s) to avoid being charged. Cionic will provide another return label for the component(s). If the Customer is unable to locate and return the component(s) within one month, there will be a one-time charge to cover the balance due.
  • Customers who cancel an active subscription after 12 months can keep the Neural Sleeve, but must notify Cionic at support@cionic.com in order to cancel the subscription.

• Payment methods: Cionic accepts all major credit and debit cards, as well as most HSA/FSA plans. Cionic is not a CareCredit provider, so customers with branded CareCredit cards (e.g. Visa or Mastercard) may be able to use those cards in place of another credit card, but the transaction(s) are not eligible for the standard CareCredit payment benefits. If you have access to funds that require special billing procedures such as an invoice for a specific amount, contact support@cionic.com.
• Late Payments: The credit card on file will automatically be charged each month in accordance with your monthly billing cycle. If the credit card is declined for any reason, Cionic will automatically try to charge the card again 3 days later. If the transaction does not go through again, you’ll be contacted by Cionic to provide an alternate form of payment. If you are unable to do this within 7 days, your account will be considered delinquent and suspended until you can repay the balance due.
• Delinquency: delinquent accounts can be reactivated within two months by paying all outstanding payments plus a reactivation fee of $180. If the outstanding balance is not settled after 2 months, the account will be canceled and the customer is subject to termination fees as stated in our cancellation terms.
• Account Pause: We understand that there may occasionally be medical or other reasons you are not able to use your Neural Sleeve. Contact support@cionic.com if you would like to initiate a temporary account pause for a maximum of two consecutive months per billing year.
  • The subscription will resume either upon your request or automatically at the end of the two-month period, whichever occurs first.
  • You may purchase additional pauses of up to two months for $90 each.
  • Dual-Leg customers may not pause each leg independently.
  • You can pause the account either before or after the onboarding.
  • A pause cannot be applied retroactively - the initiation of the pause will begin once Cionic has been notified in writing
• Side Exchange: if a customer wishes to change the Neural Sleeve for a different side, a one-time switching cost fee of $660 ($400 for the new sleeve + $260 for new onboarding), plus taxes and shipping, will apply.
  • To proceed with a side exchange, Cionic requires an updated prescription stating the new desired side.
  • For side exchanges, the Year 1 payments applied to the original Neural Sleeve will be counted towards the Year 1 billing of the new Neural Sleeve.
  • The warranty will follow the original Year 1 timeline.
• Financial Assistance Programs: Cionic does not currently have financial assistance programs available, but there may be advocacy groups and alternate funding sources available, depending on your diagnosis and individual situation. Please contact support@cionic.com to learn more.
• Order confirmation process: the customer’s order is confirmed once the down payment is made on our website, and the credit card is charged immediately. Monthly billing does not begin until onboarding is complete or two months after delivery, whichever is soonest. The account will automatically be billed monthly in accordance with this timeline. There may be a different process for a customer getting funds through th VA or through an advocacy group or some other grant. If you have a unique funding source for your Neural Sleeve, contact support@cionic.com.
• Invoicing and receipts: whenever the customer’s credit card is processed, an automatic email confirmation will be sent with details. Additional receipts, such as when the customer wants to submit to their insurance provider, can be provided at the customer’s request by contacting support@cionic.com.
• A la carte purchase returns: in the instance of a customer purchasing an a la carte Neural Sleeve and/or Control Unit, returns can be made within 30 days of receipt if no mishandling has occurred and, in the instance of an a la carte Neural Sleeve, electrodes have not been applied. Once the items are received and inspected by Cionic and deemed eligible, a refund for the price of the item less shipping will be made to the credit ard on file.
• Larger one-time payment: In some instances, customers may want to pay for more of the device up front. While this is possible and Cionic can create a custom invoice for a larger payment, we cannot offer refunds in the event of a cancellation. If you are interested in making a larger one-time payment, please contact support@cionic.com.
• Refund process: in the instance of a refund due to cancellation before the sleeve is shipped and within 12 months of the order being placed, refunds will be issued to the original form of payment and processing can take 7-10 business days. If the refund is issued after 12 months, Cionic will issue a check to the original purchaser.
• Exceptions and special cases: if components are discovered to be missing during inspection after a eturned Neural Sleeve has been received by Cionic, there may be charges incurred if the missing items cannot be found and returned to Cionic.
• Delivery and risk of loss: Unless Cionic agrees otherwise in writing, Cionic shall deliver the Neural Sleeve F.O.B. Cionic facility from which the Neural Sleeve will be shipped. Delivery shall be deemed to have been made when your shipment has been delivered to a carrier, selected at Cionic’s option. Title of the Neural Sleeve sold to you shall pass to you upon delivery by Cionic. Shipping and delivery dates are estimates only, and time is not of the essence. If you purchase more than one Neural Sleeve, Cionic may ship all Neural Sleeves at one time or in portions. Cionic shall have the right to determine the method of shipment and routing of the Neural Sleeves, unless Cionic agrees otherwise in writing.
• Shipping address: the customer acknowledges and agrees that they are solely responsible for ensuring that the shipping address associated with their account is accurate and up to date at all times. The shipping address on file can be verified and modified by visiting https://cionic.com/welcome or from the Help/Account & Billing section of the Cionic App. Cionic shall not be held liable for missed or erroneous deliveries resulting from outdated or inaccurate shipping information provided by the customer. Any costs incurred for returns or redirection of shipments due to incorrect address information shall be the sole responsibility of the customer.
• Force majeure: If Cionic is not able to finish and deliver the Neural Sleeves to you on time because of anything that Cionic cannot control (such as casualty, labor trouble, accidents or unavailability of supplies or transportation), then the estimated delivery time shall be extended accordingly, and Cionic shall not be liable to you for any damages that the delay causes.
• Limitations of liability: CIONIC’S LIABILITY ARISING IN CONNECTION WITH THE SALE OF A NEURAL SLEEVE TO YOU (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) WILL NOT EXCEED THE PRICE PAID BY YOU IN CONNECTION THEREWITH. NEITHER CIONIC NOR YOU SHALL BE ENTITLED TO, OR LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE OR BUSINESS INTERRUPTION.
• Security interest: Cionic retains a security interest in the Neural Sleeves to secure payment of the price and all other indebtedness that you now and in the future owe to Cionic.
• Safe Medical Device Act: If you file with the Federal Food and Drug Administration an FDA Form 3500A or a similar form of medical device report under the Federal Safe Medical Device Act, with respect to the Neural Sleeves or any part of the Neural Sleeves, then you shall simultaneously furnish to Cionic a copy of the form or report. If Cionic recalls the Neural Sleeves or a part of the Neural Sleeves, then you shall cooperate fully with Cionic in implementing the recall, including, without limitation, by returning the Neural Sleeves to Cionic to the extent that Cionic requests.
• Cionic’s rights: Cionic has all rights and remedies that applicable law gives to sellers. Cionic’s rights and remedies are cumulative, and Cionic may exercise them. Cionic’s waiver of a right on one occasion shall not be a waiver of any future exercise of that right.
• Severability: In the event that any provision of these terms are determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
• Applicable law: These terms shall be considered to have been made in the State of California, and it shall be governed by and interpreted according to California law. Either party may bring an action that arises out of or relates to these terms in a federal or state court in San Francisco, California, that has jurisdiction of the subject matter, and you irrevocably consent that that court shall have personal jurisdiction over you and waive any objection that the court is not a convenient forum.
• No third-party beneficiaries. The rights and remedies conferred under these terms apply only to Cionic and you, and shall not be construed to insure to the benefit of or provide any right of action to any other person, including without limitation any patient or third-party payor.

ATTACHMENT B

CIONIC (1) Year Limited Warranty

IMPORTANT: BY USING YOUR CIONIC NEURAL SLEEVE™ YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THE CIONIC ONE (1) YEAR LIMITED WARRANTY (“WARRANTY”) AS SET OUT BELOW. YOU UNDERSTAND AND AGREE THAT THE CIONIC NEURAL SLEEVE IS NOT EFFECTIVE OR SUITABLE FOR ALL CUSTOMERS.

DO NOT USE YOUR PRODUCT UNTIL YOU HAVE READ THE TERMS OF THE WARRANTY. IF YOU DO NOT AGREE TO THE TERMS OF THE WARRANTY, DO NOT USE THE PRODUCT AND NOTIFY CIONIC BY CONTACTING support@cionic.com.

AS THE CIONIC NEURAL SLEEVE IS NOT AVAILABLE FOR RESALE, THIS WARRANTY IS ONLY VALID FOR THE INDIVIDUAL ASSOCIATED WITH THE FULFILLMENT OF THE ORIGINAL ORDER, AND FOR WHOM CIONIC HAS A VALID PRESCRIPTION ON FILE.

HOW CONSUMER LAW RELATES TO THIS WARRANTY

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. OTHER THAN AS PERMITTED BY LAW, CIONIC DOES NOT EXCLUDE, LIMIT, OR SUSPEND OTHER RIGHTS YOU MAY HAVE, INCLUDING THOSE THAT MAY ARISE FROM THE NONCONFORMITY OF A SALES CONTRACT. FOR A FULL UNDERSTANDING OF YOUR RIGHTS YOU SHOULD CONSULT THE LAWS OF YOUR STATE.

WARRANTY LIMITATIONS SUBJECT TO CONSUMER LAW

TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. CIONIC DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, TO THE EXTENT PERMITTED BY LAW. IN SO FAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, CIONIC LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THIS EXPRESS WARRANTY AND, AT CIONIC’S OPTION, THE REPAIR OR REPLACEMENT SERVICES DESCRIBED BELOW. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.

WHAT IS COVERED BY THIS WARRANTY?

Cionic Inc. of 1500 Green Hills Rd., STE109, Scotts Valley, California, U.S.A. 95066 (“Cionic”) warrants the Neural Sleeve and the Control Unit (“Cionic Neural Sleeve”) against defects in materials and workmanship when used normally in accordance with Cionic's published guidelines for a period of ONE (1) YEAR from the date of delivery to the end-user purchaser("Warranty Period"). Cionic’s published guidelines include but are not limited to information contained in technical specifications, user manuals, and service communications.

The warranty period is extended for up to 12 additional months for users paying under the 2024 year two terms.

WHAT IS NOT COVERED BY THIS WARRANTY?

Cionic does not warrant that the operation of the Cionic Neural Sleeve will be uninterrupted or error-free. Cionic is not responsible for damage arising from failure to follow instructions relating to the Cionic Neural Sleeve’s use.

This Warranty does not apply:

• (a) to consumable parts, such as batteries or protective coatings that are designed to diminish over time, unless failure has occurred due to a defect in materials or workmanship;
• (b) to cosmetic damage, including but not limited to tears, scratches, dents and broken plastic on parts unless failure has occurred due to a defect in materials or workmanship;
• (c) to damage caused by use with a third party garment, component or product;
• (d) to damage caused by accident, abuse, misuse, neglect, fire, liquid contact, earthquake or other external cause;
• (e) to damage caused by corrosivesubstances or exposure to harsh environments;
• (f) to damage caused by operating the Cionic Neural Sleeve outside Cionic’s published guidelines;
• (g) to damage caused by service (including upgrades and expansions) performed by anyone who is not a representative of CIONIC;
• (h) to a Cionic Neural Sleeve that has been modified to alter functionality or capability without the written permission of Cionic;
• (i) to defects caused by normal wear and tear or otherwise due to the normal aging of the Cionic Neural Sleeve;
• (j) if any serial number has been removed or defaced from the Cionic Neural Sleeve; or
• (k) if Cionic receives information from relevant public authorities or registries that the product has been stolen, and you cannot prove in any way that you are the authorized user of the product (e.g., by presenting proof of purchase). To the extent permitted by local law, Cionic may provide hardware identifier information from the Cionic Neural Sleeve to such authorities or registries for security and fraud prevention purposes.

YOUR RESPONSIBILITIES

Before receiving warranty service, Cionic or its agents require that you furnish proof of purchase details, respond to questions designed to assist with diagnosing potential issues, and follow Cionic's procedures for obtaining warranty service.

Following warranty service your Cionic Neural Sleeve or a replacement device will be returned to you as your Cionic Neural Sleeve was configured when originally purchased, subject to applicable updates. Cionic may install software updates as part of warranty service that will prevent the Cionic Neural Sleeve from reverting to an earlier version of the software.

Important: Do not open the Cionic Neural Sleeve Control Unit. Opening the Cionic Neural Sleeve Control Unit may cause damage that is not covered by this Warranty. Only Cionic should perform service on the Cionic Neural Sleeve.

Evidence of tampering will void this warranty. Such evidence may include, but is not limited to: (a) physical evidence of the device being opened or tampered with; (b) modifications to the device's software or hardware; (c) damage to the device that is consistent with tampering.

WHAT WILL CIONIC DO IN THE EVENT THE WARRANTY IS BREACHED?

If during the Warranty Period, you submit a claim to Cionic in accordance with this warranty, Cionic will, at its sole option:

repair the Cionic Neural Sleeve using new or previously used Cionic genuine parts that have been tested and passed Cionic functional requirements.

replace the Cionic Neural Sleeve with a replacement product of the same model (or with your consent a product that has the same or substantially similar features as the original product – e.g., a different model with the same features, or the same model in a different color) that is new or comprised of new and/or previously used Cionic genuine parts and has been tested and passed Cionic functional requirements.

A replacement part or a Cionic Neural Sleeve, assumes the remaining term of the Warranty or ninety (90) days from the date of replacement or repair, whichever provides longer coverage for you. When a Cionic Neural Sleeve or part is replaced or a refund is provided, any replacement item becomes your property and the replaced or refunded item becomes Cionic's property.

WARRANTY SERVICE

Cionic will provide warranty service through Mail-in service: Contact Cionic Support by emailing support@cionic.com, detailing any issues you are experiencing. Include as much detail as possible, including photos if relevant.

Cionic will send you prepaid shipping labels and if applicable, packaging material and instructions on how to properly pack your Cionic Neural Sleeve, so that you may ship your Cionic Neural Sleeve to our service location. Once the service is complete, Cionic will return the Cionic Neural Sleeve to you. Cionic will pay for shipping to and from your location if all instructions regarding the method of packaging and shipping the Cionic Neural Sleeve are followed.

(a) Service where Cionic requires return of the replaced Cionic Neural Sleeve or part. Cionic may require credit card authorization as security for the retail price of the replacement Cionic Neural Sleeve or part and applicable shipping costs. will ship a replacement Cionic Neural Sleeve or part to you with setup instructions, if applicable, and any requirements for the return of the replaced Cionic Neural Sleeve or part. If you follow the instructions, will cancel the credit card authorization, so you will not be charged for the Cionic Neural Sleeve or part and shipping to and from your location. If you fail to return the replaced Cionic Neural Sleeve or part as instructed or return a replaced Cionic Neural Sleeve or part that is ineligible for service, will charge your credit card for the authorized amount. If you are unable to provide credit card authorization will offer alternative arrangements for service.

(b) Service where does not require return of the replaced Cionic Neural Sleeve or part. will ship you free of charge a replacement Cionic Neural Sleeve or part accompanied by instructions on setup, if applicable, and any requirements for the disposal of the replaced Cionic Neural Sleeve or part.

Cionic reserves the right to change the method by which it may provide warranty service to you, and your Cionic Neural Sleeve’s eligibility to receive a particular method of service. Service is limited to the option described above.

LIMITATION OF LIABILITY

EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIONIC IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION.

THE FOREGOING LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS, OR ANY STATUTORY LIABILITY FOR INTENTIONAL AND GROSS NEGLIGENT ACTS AND/OR OMISSIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

GENERAL

No employee is authorized to make any modification, extension, or addition to this Warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired. This Warranty is governed by and construed under the laws of the state of California.

1. Promotion Eligibility and Duration

   This promotion (“Promotion”) is available to new customers who place an order for the Cionic Neural Sleeve between October 29th and November 30th, 2024 (“Promotion Period”). Customers eligible for this Promotion (“Eligible Customers”) may return the Neural Sleeve for a full refund within thirty (30) days of the onboarding date, provided they meet the return conditions outlined below.

2. Refund Conditions To qualify for a full refund under this Promotion:
   • The return request must be initiated in writing to Cionic Customer Support at support@cionic.com within thirty (30) days from the onboarding date.
   • The Neural Sleeve and all accessories must be returned in original condition, without any signs of damage, wear, or misuse.
3. Return Process

   Upon receipt of the return request, Cionic will provide the Eligible Customer with a prepaid return label and instructions. To qualify for a refund, the product must be shipped back to Cionic within fourteen (14) days of receiving the return label. Cionic reserves the right to inspect the returned items to confirm eligibility for a refund.

4. Refund Processing

   Refunds will be issued to the original payment method within ten (10) business days after Cionic confirms that the returned items meet the conditions stated in this Addendum. Shipping fees, if applicable to the original order, are non-refundable.

5. Exclusions and Limitations This Promotion does not apply to:
   • Existing customers with prior orders of the Neural Sleeve.
   • Orders placed outside the Promotion Period.
   • Returns requested more than thirty (30) days after the onboarding date.
6. Amendment and Termination

   Cionic reserves the right to amend or terminate this Promotion at its discretion, provided that such changes will not affect the rights of Eligible Customers who placed orders within the Promotion Period.

   This Addendum supplements the Terms of Service and shall prevail in case of any inconsistency between the terms of this Promotion and the general Terms of Service.