THE NEXT SYSTEM and MYNEXT COMMUNITY

PRE-RELEASE BETA TEST USER AGREEMENT

This Terms of Services was last modified June 3, 2020

This Pre-Release Beta Test User Agreement (“Agreement”) is an agreement between you (“User”) and NEXT Integrative Minds Life Sciences Ltd. (“NEXT”) and is entered into as of the date of execution of the Agreement by User as set out below.

This Agreement sets out the terms and conditions for NEXT to provide User access to a pre-release version of the NEXT proprietary software, technology and program known as ‘The NEXT SYSTEM’ (including, without limiting the generality of the foregoing, the Personal Performance And Well-Being For Covid-19 Program), during The NEXT SYSTEM pre-release Beta test process (“Beta Test”) for the purpose of installation, use, testing and evaluating the pre-release version of The NEXT SYSTEM for the Beta Test Period (as defined below) prior to formal product release.

NOW, THEREFORE, in consideration of the license granted herein by NEXT to User and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. BETA TEST USER COMMITMENT

User acknowledges and agrees that the Beta Test will run for a period of three months or such shorter or longer period of time as NEXT determines in its sole discretion (the “Beta Test Period”). User will adopt and use The NEXT SYSTEM, follow and comply with the Beta Test procedures specified by NEXT, as the Beta Test is delivered to User and throughout the entire Beta Test Period. These procedures may include, without limitation, User using standard, special and non-standard operating procedures, providing written feedback, testing, maintaining activity and performance logs, attending meetings or focus groups telephonically or via the Internet, and completing questionnaires or similar documents, all as reasonably requested by NEXT (collectively, “Feedback”). User agrees to provide and update all information forming a part of Feedback that is reasonably necessary for the Beta Test.

User agrees to disclose any Feedback only to NEXT.

User acknowledges that it has no right, title or interest in relation to its contribution or Feedback, and, to the extent that User may be deemed by operation of law to acquire any such right, title, or interest, User hereby assigns and transfers to NEXT all such right, title, and interest. User will not copy, film, videotape, audiotape record or otherwise make a record of, by electronic, digital or any other means, all or any portion of any aspect of the Beta Test, and will not record or take pictures, or assist another person or organization in recording and/or taking pictures of any kind or nature, of all or any portion of the Beta Test or of any participants in the Beta Test.

NEXT hereby grants to User a non-exclusive, non-transferable license (without the right to sublicense) to use The NEXT SYSTEM solely for the purposes of the Beta Test and for the Beta Test Period, all subject to the terms contained in this Agreement. The NEXT SYSTEM is copyrighted and it is licensed to User under this Agreement, not sold to User. By installing, copying or otherwise using The NEXT SYSTEM, User agrees to be bound by the terms of this Agreement. User agrees not to install, copy or otherwise use The NEXT SYSTEM other than as set out in this Agreement.

Except as otherwise specifically permitted in this Agreement, User may not: (a) modify or create any derivative works of The NEXT SYSTEM or accompanying documentation, including translation or localization; (b) copy The NEXT SYSTEM except as provided in this Agreement or elsewhere by NEXT; (c) separate The NEXT SYSTEM, which is licensed as a single product, into its component parts. (d) sublicense or permit simultaneous use of The NEXT SYSTEM by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any component of The NEXT SYSTEM; (f) redistribute, encumber, sell, rent, lease, sublicense, use The NEXT SYSTEM in a timesharing or service bureau arrangement, or otherwise transfer rights to The NEXT SYSTEM under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in The NEXT SYSTEM; or (h) publish any information pertaining to The NEXT SYSTEM or any Feedback to a third party without NEXT’s prior written consent. NEXT is under no obligation to provide technical support under the terms of this Agreement, and provides no assurance that any specific errors or discrepancies in The NEXT SYSTEM will be corrected.

2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

“Confidential Information” means any and all information provided to User by NEXT, other than as specifically excluded below. Confidential Information includes, without limitation, The NEXT SYSTEM, promotional materials, business concepts and strategy, and other information regarding NEXT’s products, methods, processes, software, data, databases, tangible or intangible materials embodied in them or relating to them, including without limitation all raw, gross, or compiled statistical information, designs, inventions, specifications, formulas, algorithms, technology or services, NEXT’s actual or anticipated research and development, financial information, operational and technical information or other business information, trade secrets or know-how, NEXT’s customers and all materials relating thereto and all Feedback.

“Confidential Information” does not include any information which, through no improper act or omission by User or any other improper means, (a) has become publicly known and is generally available; (b) User can establish was already in his/her possession at the time of disclosure of such information by NEXT or any NEXT representative; or (c) User can establish became available to User from a source other than NEXT or any NEXT representative without breach of confidentiality obligations.

User acknowledges and agrees that Confidential Information is confidential, proprietary and a trade secret and User will strictly maintain its confidentiality and will not, during the term of this agreement or thereafter (a) use any Confidential Information for any purpose except for Beta Testing; or (b) disclose, sell, copy, disseminate, publish, broadcast or reproduce by any means whatsoever, any Confidential Information to any other party without the express written consent of NEXT and the execution by that party of a like Confidentiality, Non-Competition and Intellectual Property Ownership Agreement.

For greater certainty, any use of Confidential Information for User’s personal benefit (other than the personal performance and well-being benefit of User gleaned from User’s participation in the Beta Test) or for the benefit of any other person or persons, firm, partnership, association, corporation or other third party other than NEXT, or assisting others in doing so, including using the Confidential Information to develop, market or provide products or services that are the same, or substantially similar, to those of NEXT is strictly prohibited and would be in violation of User’s obligations under this Agreement.

Notwithstanding any provision of this Agreement to the contrary, if User is requested or required in a judicial, administrative or governmental proceeding or otherwise to disclose any Confidential Information, User will provide NEXT with prompt written notice of such request or requirement so that NEXT may seek an appropriate protective order. If, as a result of any such request or requirement, User is, in the written opinion of counsel, compelled to disclose Confidential Information or else stand liable for contempt or other censure or penalty, then such Confidential Information may be disclosed without liability hereunder provided that User complies with the notice provisions of this paragraph.

User will be responsible for any breach of this Agreement by any third party to whom User discloses Confidential Information in accordance with the provisions of this Agreement. The obligation of confidentiality in this Agreement shall last until such time as the Confidential Information ceases to be Confidential Information as defined in this Agreement or until such other time as NEXT may designate in writing.

3. NON-COMPETITION

User will not, for a period of three years after the execution of this Agreement, without NEXT’s express written consent, become engaged, directly or indirectly, either as an individual, or in conjunction with any other person, firm, corporation or other entity, whether acting as a principal, agent, employee, consultant, partner, or in any capacity whatsoever, in a business that offers, develops and/or markets products or programs, or provides services that use, or were developed using, NEXT’s proprietary technologies, methodologies, programs, products and business concepts, including without limitation The NEXT SYSTEM (“Protected Good or Service”).

This provision is in no way intended to impede or constrain the User relative to conducting business in the User’s normal course, including without limitation rendering services such as coaching, training, teaching, consulting and advising services to User’s clients.

4. NON-SOLICITATION

User will not, for a period of three years after the execution of this Agreement, without NEXT’s express written consent, either as an individual, or in conjunction with any other person, firm, corporation, or other entity, whether acting as a principal, agent, employee, consultant, or in any capacity whatsoever:

(a) solicit, attempt to solicit, or call upon, or directly or indirectly induce, any client of NEXT, to become User’s client, or the client of any person, firm, association, syndicate, partnership or company in any manner associated with User, in respect of a Protected Good or Service;

(b) solicit, attempt to solicit, or communicate in any way with any consultant or employee of NEXT (“Protected Employee”) for the purpose of having such Protected Employee leave the employ of NEXT; or

(c) hire, whether as an employee, consultant or otherwise, any Protected Employee.

5. OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY

"Intellectual Property" means (a) any and all proprietary rights provided under (i) patent law, (ii) copyright law, (iii) trademark law, (iv) design patent or industrial design law, or (v) any other statutory provision or common law principle, including trade secret law or the law applicable to Confidential Information, which may provide a right in ideas, formulae, algorithms, concepts, inventions, know-how or show-how; and (b) any and all applications, registrations, licenses, sublicenses, franchises, agreements or any other evidence of a right in any of the foregoing. User agrees that NEXT is and shall be the sole and exclusive owner of any and all Intellectual Property created, conceived, invented, developed or authored by User, singly or jointly, including improvements, modifications, enhancements, all derivatives and all other rights to Intellectual Property arising out of User’s participation in the Beta Test or otherwise arising. User hereby irrevocably assigns all right, title and interest in and to such Intellectual Property so created, conceived, invented, developed or authored to NEXT and irrevocably waives any rights including moral or other rights that User may have in any such Intellectual Property. User agrees to do such things and to execute such further lawful documents, assurances, applications and other instruments as may be required to give effective legal and registered title to NEXT in and to such Intellectual Property, all without further consideration.

6. PRIVACY POLICY

The information provided by User will only be used by NEXT as part of the Beta Test and as is necessary for improving The NEXT SYSTEM, to maintain the accuracy of his or her information, or to communicate information about NEXT.

User consents to allow NEXT to collect, use, and retain personal information for the purposes stated above.

User understands that he or she has the right to request to review the personal information NEXT has on file about him or her by contacting NEXT in writing.

User understands that he or she may withdraw his or her consent to the collection, use, disclosure and retention of personal information as described above by giving NEXT reasonable written notice. User’s withdrawal of consent still allows NEXT to use personal information (i) in an aggregated fashion, stripped of personal identifiers, and (ii) for archival purposes, as required by law.

User agrees to be videotaped and/or recorded for internal development purposes only. The recordings will not be used other than for quality assurance and development purposes without User’s express written consent.

7. USE OF MYNEXTCOMMUNITY AND MYNEXTSYSTEM

The MYNEXT “Terms of Services” are referred to as “Policy” throughout the duration of this agreement. As used in this Policy, the terms “using” and “processing” information include using cookies on a computer, subjecting the information to statistical or other analysis and using or handling information in any way, including, but not limited to collecting, storing, evaluating, modifying, deleting, using, combining, disclosing and transferring information within our organization or among our affiliates within Canada or internationally.

NEXT Integrative Minds Life Sciences Ltd. is the owner of MYNEXTCommunity.com. In this Policy, NEXT Integrative Minds Life Sciences Ltd. is referred to as “NEXT”, “our”, “us” or “we”; and MYNEXTCommunity.com is referred to as our Service.

We take the privacy of our members and users seriously. We are providing this Policy to inform you of our policies and procedures regarding the collection, use and disclosure of information on our Service. We also want to inform you about your choices regarding information. If you have any questions or concerns, please let us know (see “How to contact us” section below).

Note that this Policy may be modified from time to time in our sole discretion, so check back frequently. We will notify you of any changes to the Policy by posting a new Policy and updating the “last modified” date at the top of this page.

Note also that this policy is intended to be read with the MYNEXT Community Guidelines which are an integral part of this agreement.

7(a). HOW WE COLLECT INFORMATION

We collect information in three basic ways:

i. We collect information that you voluntarily provide to become a registered user of our Service, and when you use certain aspects of our Service (e.g., posting a story, article or comment, or responding to a question from another user of the Service).

ii. We collect information when you register to use the Service by logging into an account that you already have with certain third-party social networking sites (“SNS”) (including, but not limited to, Facebook and Twitter) via our Service. For example, our Service allows you to create an account and login to the Service using your Facebook account credentials through Facebook Connect. If you are not currently registered as a User on the Service and you click on “Sign in Using Facebook,” you will first be asked to enter your Facebook credentials and then be given the option to register and join NEXT.

iii. When you browse or use our Service, technological tools including “Log Data” and “Cookies” collect certain information, as explained in the following section.

7(b). WHAT INFORMATION WE COLLECT AND HOW WE USE IT

i. We collect personal information. When you register with us through the Service to become a registered User of NEXT, we will ask you for certain information about you that can be used to contact or identify you (“Personal Information”). Personal information may include, but is not limited to, your name, gender, profile photo, free-form biography, location/hometown, website and email address. If you decide to create your user account by logging into a SNS via the Service, you are using the personal information you have already provided to the SNS (such as your “real” name, email address and other information you make publicly available via the SNS) to create your user account on our Service; the information we collect may depend on the privacy settings you have with the SNS, so please consult the SNS’s privacy and data practices. For example, by using Facebook Connect, you are allowing NEXT to access the personal information in your Facebook account pursuant to the Facebook Terms of Use regarding your use of the Service via Facebook.

ii. We use your personal information (in some cases, in conjunction with your “Non-Identifying Information,” see below) to provide the Service to you. For example:

7(c). SHARING OF YOUR INFORMATION

i. Personal Information. When you register through the Service and submit personal information to create a profile or visual collection, other Service users will see your name. If you choose to provide additional personal information in your profile, Service users will see such additional personal information, including, but not limited to, your photo, location, website and biography. Providing additional personal information is voluntary and should correlate with the degree of interaction you want to have with others. We recommend that you guard and refrain from disclosing any information you consider sensitive and confidential.

ii. Aggregate Information and Non-Identifying Information. We may share aggregated information that does not include personal information and we may otherwise disclose Non-Identifying Information and Log Data with third parties for industry analysis, demographic profiling and other purposes. Any aggregated information shared in these contexts will not contain your personal information.

iii. Service Providers. We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., maintenance services, database management, web analytics and improvement of the Service’s features) or to assist us in analyzing how our Service are used. These third parties have access to your personal information only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

iv. Social Networking Sites. We may share the information in your user account (including your personal information) with the SNSs that you have linked to your NEXT account. These third parties have access to your personal information only for this purpose (unless the SNS has received your permission independently of the Service) and not for other purposes.

v. Facebook Connect and Twitter. We allow Service users to link their Facebook and Twitter accounts to our Service. Users can then post recent activity on our Service back to their Facebook and Twitter accounts. You will be prompted to decide whether or not your activity on the Service will be shared and disclosed on your Facebook/Twitter service. You can disable the foregoing feature at any time by logging into your profile and selecting the option to disable Facebook Connect and/or Twitter. Further, you may be able to edit your privacy settings for the content that you post which appears on Facebook/Twitter by making selections in your “Edit Profile” settings via the Service.

vi. Compliance with Laws and Law Enforcement. NEXT cooperates with government and law enforcement officials and private parties to enforce and comply with the law. We can and will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process including, but not limited to, subpoenas, to protect the property and rights of NEXT or a third party, to protect the safety of the public or any person, or to prevent or stop activity we consider to be, or to pose a risk of being, illegal, unethical or legally actionable activity.

vii. Business Transfers. NEXT may sell, divest, transfer, assign, share or otherwise engage in a transaction that involves, some or all of our assets including the Service and including any or all of the information described in this Policy, in the course of a corporate divestiture, merger, acquisition, joint venture, bankruptcy, dissolution, reorganization, or any other similar transaction or proceeding.

7(d). YOUR CHOICES REGARDING INFORMATION

You have several choices regarding the use of information on our Service:

i. Email Communications. If you decide at any time that you no longer wish to receive email communications from us, please follow the unsubscribe instructions provided in any of the communications or update your “preferences” information in your account settings.

ii. Cookies. If you decide at any time that you no longer wish to accept cookies from our Service for any of the purposes described above, then you may be able to instruct your browser, by changing its settings, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. Consult your browser’s technical information. If you do not accept cookies, however, you may not be able to use all portions of the Service or all functionality of the Service. If you have any questions about how to disable or modify cookies, please let us know at the contact information provided below.

iii. De-Linking SNS. If you decide at any time that you no longer wish to have your SNS account (e.g., Facebook or Twitter) linked to your NEXT account, then you may de-link the SNS account in the “preferences” section in your account settings.

iv. Changing or Deleting Your Information. All users may review, update, correct or delete the personal information in in their user account (including any imported contacts) by contacting us or by editing their profile via the Service. If you completely delete all of your Personal Information, then your user account may become deactivated. We will use commercially reasonable efforts to honor your request. We may retain an archived copy of your records as required by law or for legitimate business purposes. (For more information on how to control your User Content on the NEXT Service, including information regarding the use and storage of your User Content, please see the “Sharing Your Content” section in our Terms of Service.)

v. Links to other sites and services. Our Service contains links to other third-party websites and online services. If you choose to visit another website or online service by clicking on a link, you will be directed to that third party’s website or online service. The fact that we may link to a website or online service is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites and online services, and these third parties may place their own cookies or other files on your computer and collect data or solicit personal information and Non-Identifying Information from you. Other sites and online services follow different rules regarding the collection, use and/or disclosure of personal information and Non-Identifying Information. We encourage you to read the privacy policies or statements of the other websites or online services you visit before providing any information or using such websites or services.

7(e). HOW WE STORE AND PROTECT INFORMATION

i. Information Security. We care about the security of your information. We use commercially reasonable safeguards to preserve the integrity and security of information collected and maintained through the Service. However, we cannot ensure or warrant the security of any information you provide to us or guarantee that information on the Service may not be accessed, disclosed, altered, or destroyed by unauthorized persons.

ii. Phishing. Identity theft and the practice currently known as “phishing” are of great concern to NEXT. Safeguarding information to help protect you from identity theft is a top priority. We do not request your credit card information, login information, or national identification numbers in a non-secure or unsolicited e-mail or telephone communication. For more information about phishing, visit the Federal Trade Commission’s website.

iii. Breach Notification. We will make any legally required disclosures of any breach of the security, confidentiality, or integrity of stored “personal data” (as defined in applicable state statutes on security breach notification) to you via email or conspicuous posting on the Service in the most expedient time possible and without unreasonable delay, insofar as consistent with (i) the legitimate needs of law enforcement or (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.

iv. International Transfer. Your information may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you are located outside Canada and choose to provide information to us, NEXT transfers personal information to Canada and processes it there. Your consent to this Policy followed by your submission of such information represents your agreement to that transfer.

7(f). OUR POLICY TOWARDS CHILDREN'S INFORMATION

The Service is not directed to children under 16. We do not knowingly collect personally identifiable information from children under 16. If a parent or guardian becomes aware that his or her child has provided us with personal information without their consent, he or she should contact us at info@nextltd.com. If we become aware that a child under 16 has provided us with Personal Information without prior permission from a parent or guardian, we will delete such information from our files.

8. NO LIABILITY

Use of the NEXT System and any related methods, procedures, activities, processes are provided “as is,” “as available,” and without warranties or conditions of any kind, either express or implied, including but not limited to, any express or implied claims or warranties of merchantability or fitness for a particular purpose. The NEXT System licensed hereunder is believed to contain defects and a primary purpose of the Beta Test is to obtain feedback on the NEXT System’s performance and the identification of defects. User is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the NEXT System and/or accompanying materials.

User hereby indemnifies and holds NEXT, its directors, officers, managers, shareholders, affiliates, associates, employees, agents and/or people who assist, and its and their executors, administrators, heirs, successors, legal representatives and assigns, harmless from all loss, cost, obligation or damage arising out of User’s participation in the Beta Test or in other activities or events related to the Beta Test.

In no event will NEXT, its directors, officers, managers, shareholders, affiliates, associates, employees, agents and/or people who assist, and its and their executors, administrators, heirs, successors, legal representatives and assigns, be liable for any direct, indirect, incidental, special, or consequential damages, incurred by User or any third party, whether in an action in contract or tort, even if NEXT or any other person was advised of the possibility of such damages.

9. GENERAL

User acknowledges that that the information provided by NEXT through the Beta Test is a combination of information obtained from a large variety of sources (some of which are referenced), experience, and insight, and that such Beta Test information is in no way intended to be, and should not be taken as, complete, comprehensive, or entirely factual. User agrees that any and all information provided to or received by User during the course of the Beta Test or otherwise does not constitute medical, legal, or other professional advice.

This Agreement is governed by and interpreted in accordance with the laws of the Province of Ontario and Canada therein, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or provincial courts located in Toronto, Ontario. To the maximum extent permitted by law, User hereby consents to the jurisdiction and venue of such courts and waives any objections to the jurisdiction or venue of such courts.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as best to accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under the Agreement.

Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by confirmed electronic communication, (c) ten days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) the third day after deposit with a commercial express courier specifying overnight delivery, with written verification of receipt. All communications shall be sent to the addresses set forth on the signature page(s), or to such other address as may be designated by a party by giving written notice pursuant to this paragraph.

This Agreement and any Beta Test procedures specified by NEXT are the complete agreement between the parties concerning the subject matter, and replace any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by the parties.

10. INFORMED CONSENT

User acknowledges and understands that the Beta Test was designed for people who clearly understand they are responsible for their own health and well-being before, during and after the Beta Test.

User represents as follows:

a) I know of no reason that I should not participate in the Beta Test;

b) I have considered the nature of the Beta Test and have voluntarily chosen to participate and not as a result of coercion, pressure, a condition of employment or to satisfy anyone other than myself;

c) I am fully aware of what I am undertaking and that there may be risks associated with the Beta Test. I agree that I am responsible for my own participation in the Beta Test and for my own physical, mental and emotional wellbeing, and that NEXT is responsible solely for the orderly presentation of the Beta Test; and

d) If at any time during my participation I come under the care of one or more mental health-care professionals, I agree to notify those professionals of my participation in the Beta Test and continue to update them on a regular basis as I deem appropriate.

e) User acknowledges having received or having had the opportunity to receive independent legal advice regarding this agreement.

11. HOW TO CONTACT US

If you have any questions about this Policy or any of the practices described herein, please contact us via the Contact resource on the Service or at our offices located at 250 Yonge Street, Toronto, Ontario, Canada, M5B2L7, or send us an email at info@nextltd.com.

THE NEXT APPS ARE FOR THE SOLE USE OF NEXT USERS WHO HAVE AN ACCOUNT ON myNEXTcommunity.com AND WHO HAVE AGREED TO OUR TERMS OF SERVICE.