EULA

SHIFTWAVE

END USER LICENSE AGREEMENT

FOR SHIFTWAVE SOFTWARE AND DIGITAL SERVICES

Last Updated: February 27, 2026

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING THE SHIFTWAVE SOFTWARE. BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING PROVISIONS REGARDING THE PROCESSING OF YOUR HEALTH DATA.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following terms have the meanings set out below:

(a) "Agreement" means this End User License Agreement, as amended from time to time in accordance with Section 14.

(b) "AI Coach" means the artificial intelligence functionality within the Software that analyses your Session Data and Health Data to generate personalized wellness protocol recommendations.

(c) "Companion App" means the Shiftwave mobile application available for iOS and Android devices that syncs session history, tracks health metrics, and provides AI-driven protocol recommendations.

(d) "Control App" means the Shiftwave application designed for iPad that operates the Chair during sessions, manages biofeedback protocols, and displays real-time session data.

(e) "Chair" means the Shiftwave wellness and recovery chair (including the Shiftwave System and Shiftwave Pro models) purchased or leased from Shiftwave.

(f) "Digital Services" means the Control App, the Companion App, the AI Coach, the BioDrive real-time biofeedback system, guided protocols, and any other digital content, updates, or services provided by Shiftwave in connection with the Chair.

(g) "Health Data" means personal data relating to your physical health status collected through the Digital Services, including but not limited to heart rate (HR), heart rate variability (HRV), blood oxygen saturation (SpO2), and any other physiological measurements captured via the pulse oximeter or other biofeedback sensors during use of the Chair.

(h) "Licence" means the non-exclusive, revocable license granted to you under Section 2 of this Agreement.

(i) "Session Data" means data generated during your use of the Chair and Digital Services, including protocol selections, session duration, frequency, intensity settings, and biofeedback readings.

(j) "Shiftwave", "we", "us", or "our" means Cofactor Systems, Inc., doing business as Shiftwave, a company incorporated in Delaware, United States, with its principal place of business at 513 Garden St, STE G, Santa Barbara, CA 93101.

(k) "Software" means, collectively, the Control App, the Companion App, and all associated firmware, software updates, patches, and digital content provided by Shiftwave.

(l) "you" or "your" means the individual who uses the Digital Services, whether as the purchaser of the Chair or an authorised user.

1.2 This Agreement governs your use of the Digital Services. It is supplementary to, and should be read together with, the Shiftwave Terms of Service (which govern your purchase of the Chair), the Shiftwave Privacy Policy, and any applicable EU/EEA/UK Addendum.

2. LICENSE GRANT AND SCOPE

2.1 Licence Grant. Subject to your compliance with this Agreement, Shiftwave grants you a limited, non-exclusive, non-sublicensable, revocable license to install and use the Software on compatible devices solely in connection with your authorised use of the Chair.

2.2 Permitted Devices. You may install the Control App on one (1) iPad at a time and the Companion App on up to two (2) mobile devices associated with your Shiftwave account.

2.3 Authorised Users. You may create user profiles for members of your household who use the Chair. Each user must have their own profile. You are responsible for ensuring all users of your Chair comply with this Agreement and acknowledge the Important Safety Information.

2.4 Guest Mode. The Software includes a Guest Mode that permits temporary use without creating a profile. Session Data collected during Guest Mode use is stored locally on the device and is not associated with any account. Guest Mode data is deleted when the session ends unless the guest subsequently creates an account.

2.5 Transferability. If you sell or transfer the Chair to a new owner, you must: (a) delete your account and all associated data from the Software; (b) notify Shiftwave at info@shiftwave.co of the transfer; and (c) inform the new owner that they must create their own account and accept this Agreement. Upon transfer, your Licence terminates automatically.

3. LICENSE RESTRICTIONS

3.1 You shall not:

(a) copy, modify, adapt, translate, or create derivative works of the Software, except as expressly permitted by applicable law;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent that such restriction is prohibited by applicable law (including, for users in the EU/EEA, Directive 2009/24/EC on the legal protection of computer programs);

(c) rent, lease, lend, sell, sublicense, or distribute the Software to any third party, except in connection with a transfer of the Chair under Section 2.5;

(d) remove, alter, or obscure any proprietary notices, labels, or marks on the Software;

(e) use the Software for any purpose other than personal, non-commercial wellness use in connection with the Chair;

(f) use the Software to develop competing products or services;

(g) circumvent, disable, or interfere with any security or access control features of the Software; or

(h) use the Software in any manner that violates applicable laws or regulations.

4. HEALTH DATA AND BIOMETRIC PROCESSING

THIS SECTION CONTAINS IMPORTANT INFORMATION ABOUT HOW YOUR HEALTH DATA IS PROCESSED. PLEASE READ IT CAREFULLY.

4.1 Nature of Data Collected. The Digital Services collect Health Data through the pulse oximeter and biofeedback sensors integrated with the Chair. This includes heart rate (HR), heart rate variability (HRV), and blood oxygen saturation (SpO2) measurements taken during sessions. Under the EU General Data Protection Regulation (GDPR), the UK GDPR, and equivalent legislation, this data constitutes special category data (health data) under Article 9 and requires specific legal protections.

4.2 Purpose of Health Data Processing. Your Health Data is processed for the following purposes:

(a) to operate the BioDrive real-time biofeedback system during sessions, enabling the Chair to adapt protocol intensity based on your physiological responses;

(b) to display real-time health metrics to you on the Control App during sessions;

(c) to enable the AI Coach to analyse your Health Data and Session Data over time and generate personalised protocol recommendations (see Section 5);

(d) to provide you with historical health insights through the Companion App (Mini Lab insights);

(e) to sync session and health data between the Control App and Companion App when your accounts are linked; and

(f) to improve the effectiveness and safety of the Digital Services through aggregated, de-identified analysis.

4.3 Explicit Consent Required. Because Health Data is special category data, we require your explicit consent before we begin processing it. When you first use the Digital Services, you will be presented with a clear, specific consent request that explains what Health Data we collect, why we collect it, and how it will be used. You must affirmatively opt in before any Health Data processing begins. This consent is separate from your acceptance of this Agreement and from any general terms of consent.

4.4 Withdrawing Consent. You may withdraw your consent to Health Data processing at any time through the Settings menu in either app, or by contacting us at info@shiftwave.co. Withdrawal of consent will not affect the lawfulness of processing carried out before withdrawal. If you withdraw consent, the biofeedback and AI Coach features will be disabled, but you may continue to use the Chair with manual protocol selection.

4.5 Data Storage and Security. Health Data is encrypted both at rest and in transit. Session data is stored locally on your device and synchronised to Shiftwave's cloud infrastructure only when you enable account syncing. Our cloud infrastructure is hosted by Supabase with data centers in the United States. For details on international transfers and safeguards, please refer to the Shiftwave Privacy Policy.

4.6 Data Retention. Health Data associated with your account is retained for as long as your account remains active. Session-level Health Data (individual readings) is retained for twenty-four (24) months from the date of the session, after which it is automatically aggregated and de-identified. Aggregated insights derived from your data are retained for the life of your account. Upon account deletion, all personally identifiable Health Data is deleted within thirty (30) days, except where retention is required by law.

4.7 No Medical Use. The Digital Services are designed for general wellness purposes only. Health Data displayed by the Digital Services is not intended to diagnose, treat, cure, or prevent any medical condition. The Digital Services are not a medical device and have not been evaluated or approved by any medical regulatory authority. You should not make medical decisions based on data provided by the Digital Services. If you have concerns about your health, consult a qualified healthcare professional.

5. AI COACH AND AUTOMATED PROFILING

5.1 How the AI Coach Works. The AI Coach uses automated processing to evaluate your Health Data, Session Data, and stated wellness goals to generate personalised protocol recommendations. Specifically, the AI Coach analyses patterns in your heart rate, HRV, and SpO2 readings across sessions; considers your session frequency, duration, and selected protocols; incorporates your stated wellness goals and preferences; and generates recommendations for protocols, session intensity, and session scheduling that are tailored to your profile.

5.2 This Constitutes Profiling. Under GDPR Article 4(4), the AI Coach's analysis of your personal data to evaluate aspects of your health and personal preferences constitutes profiling. We are transparent about this: the AI Coach profiles you to provide a personalised experience. This profiling involves special category data (Health Data).

5.3 Human Oversight and Your Rights. AI Coach recommendations are suggestions only. You retain full control over which protocols you select, and you are never required to follow AI Coach recommendations. You have the right to:

(a) request an explanation of how any specific recommendation was generated, including which data inputs were most significant;

(b) request human review of any AI Coach recommendation by contacting info@shiftwave.co;

(d) opt out of AI Coach profiling entirely through the Settings menu in either app, without affecting your ability to use the Chair with manual protocol selection; and

(e) request deletion of your AI Coach profile data at any time.

5.4 Limitations. The AI Coach does not make decisions that produce legal effects or similarly significantly affect you. Its recommendations do not restrict your access to any feature or service. If Shiftwave changes the AI Coach's functionality in a way that would produce legal or similarly significant effects, we will obtain your explicit consent before implementing such changes.

6. DIGITAL CONTENT: FUNCTIONALITY, COMPATIBILITY, AND INTEROPERABILITY

6.1 Functionality. The Digital Services provide the following core functionality: real-time biofeedback display during Chair sessions via the Control App; operation and control of Chair protocols including over seventy (70) guided protocols; AI-driven personalised protocol recommendations via the AI Coach; session history tracking, health metric trends, and Mini Lab insights via the Companion App; cross-device synchronisation of session and health data; and multiple user profile management including Guest Mode.

6.2 Compatibility Requirements. The Control App requires an iPad running iPadOS [MINIMUM VERSION] or later. The Companion App requires iOS [MINIMUM VERSION] or Android [MINIMUM VERSION] or later. Both apps require Bluetooth [VERSION] capability for connection to the Chair via the ShiftLink module. An internet connection is required for account creation, data synchronisation, AI Coach functionality, and software updates. Offline functionality is limited to previously downloaded protocols with local data storage only.

6.3 Interoperability. The Digital Services are designed to work exclusively with the Shiftwave Chair and are not interoperable with third-party wellness devices, health platforms, or data export formats unless otherwise stated. Data portability is available through the DSAR mechanisms described in the Shiftwave Privacy Policy and GDPR Compliance page.

6.4 Updates. Shiftwave will provide updates to the Software that are necessary to maintain conformity with this Agreement and with the specifications described in this Section 6. Such updates will be provided at no additional cost. You will be informed of available updates and the consequences of not installing them. If you choose not to install an update, and the lack of that update causes a conformity defect, Shiftwave shall not be liable for the resulting defect, provided the non-installation was not caused by inadequate installation instructions from Shiftwave.

7. MODIFICATIONS AND CONTINUITY OF SERVICE

7.1 Modifications Beyond Updates. We may modify the Digital Services beyond what is necessary for maintaining conformity only where: (a) this Agreement provides a valid reason for the modification; (b) the modification is made at no additional cost to you; (c) you are informed clearly and comprehensibly of the modification on a durable medium in advance; and (d) for modifications that negatively impact your access to or use of the Digital Services, you are given at least thirty (30) days' advance notice and the right to terminate this Agreement free of charge within thirty (30) days of receipt of such notice or of the modification, whichever is later.

7.2 Valid Reasons for Modification. Valid reasons for modifying the Digital Services include: adapting the Digital Services to a new technical environment or to an increased number of users; adapting the Digital Services to comply with changes in applicable law or regulatory guidance; addressing security vulnerabilities; and incorporating material improvements to functionality, provided the core biofeedback, protocol, and AI Coach features are maintained.

7.3 Discontinuation. Shiftwave will not discontinue the Digital Services in their entirety while the Chair remains within its conformity guarantee period (see Section 9). If Shiftwave intends to discontinue any material feature of the Digital Services after the conformity period, it will provide at least ninety (90) days' prior written notice, make reasonable efforts to provide an alternative means of accessing affected functionality, and ensure that you can export your data in a machine-readable format before discontinuation.

7.4 Offline Fallback. If the Digital Services become unavailable due to discontinuation or service interruption, the Chair's core mechanical functions (pulsed pressure waves, whole-body vibration) will continue to operate independently. Protocol selection may be limited to locally stored protocols in offline mode.

8. INTELLECTUAL PROPERTY

8.1 Ownership. The Software, Digital Services, and all related intellectual property rights are and remain the exclusive property of Shiftwave or its licensors. This Agreement does not transfer any ownership rights to you. All rights not expressly granted are reserved.

8.2 Your Data. You retain all rights in and to your personal data, Health Data, and Session Data. The license you grant to Shiftwave to process this data is limited to the purposes set out in this Agreement and the Privacy Policy, and is revocable by withdrawing consent as described in Section 4.4.

8.3 Feedback. If you provide suggestions, ideas, or feedback about the Digital Services, Shiftwave may use such feedback without restriction or obligation to you. This does not affect your rights in your personal data.

9. CONFORMITY GUARANTEE AND REMEDIES

9.1 Conformity Standard. Shiftwave warrants that the Digital Services will conform to the descriptions in this Agreement, be fit for the purposes for which digital content or services of the same type would normally be used, and possess the qualities and performance capabilities that are normal for digital content or services of the same type and that you may reasonably expect.

9.2 Conformity Period. For the Digital Services supplied on a continuous basis (including the AI Coach, sync features, and cloud-based functionality), the conformity guarantee applies for the entire period of supply. For one-off digital content (such as downloadable protocols), the conformity guarantee applies at the time of supply.

9.3 Remedies for Lack of Conformity. If the Digital Services do not conform to this Agreement, you are entitled to have them brought into conformity free of charge within a reasonable time, without significant inconvenience to you. If bringing the Digital Services into conformity is impossible or disproportionate, or if Shiftwave fails to do so, you are entitled to a proportionate reduction in the price paid for the Digital Services or, for a significant lack of conformity, termination of this Agreement.

9.4 Relationship to Chair Warranty. This conformity guarantee for the Digital Services is separate from and in addition to any warranty or legal guarantee applicable to the Chair hardware. For the Chair's legal guarantee of conformity, please refer to the Terms of Service and, for EU/EEA/UK consumers, the EU/EEA/UK Addendum to the Terms of Service.

10. LIMITATION OF LIABILITY

10.1 General Limitation. To the maximum extent permitted by applicable law, Shiftwave's total aggregate liability to you under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount you paid for the Digital Services in the twelve (12) months preceding the event giving rise to the claim, or, if the Digital Services were provided as part of the Chair purchase, a reasonable proportion of the Chair purchase price attributable to the Digital Services.

10.2 Exclusions from Limitation. Nothing in this Agreement excludes or limits Shiftwave's liability for: (a) death or personal injury caused by Shiftwave's negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law; or (d) breaches of Shiftwave's obligations under applicable data protection law regarding your Health Data.

10.3 Indirect Losses. To the maximum extent permitted by applicable law, Shiftwave shall not be liable for any indirect, incidental, special, consequential, or punitive damages. This exclusion does not apply where prohibited by mandatory applicable law, including EU/EEA/UK consumer protection law.

11. TERMINATION

11.1 Termination by You. You may terminate this Agreement at any time by uninstalling the Software from all devices and requesting account deletion through the GDPR Compliance page at shiftwave.co/pages/gdpr or by contacting info@shiftwave.co.

11.2 Termination by Shiftwave. Shiftwave may terminate this Agreement if you materially breach any term and fail to cure such breach within thirty (30) days of receiving written notice specifying the breach.

11.3 Effects of Termination. Upon termination: (a) the Licence granted under Section 2 terminates immediately; (b) you must uninstall the Software from all devices; (c) your right to use the Digital Services ceases; (d) Shiftwave will delete your personal data, Health Data, and Session Data in accordance with Section 4.6 and the Privacy Policy; and (e) the Chair's core mechanical functions will continue to operate, but protocol selection will be limited to any locally stored protocols.

11.4 Survival. Sections 3 (Licence Restrictions), 4.6 (Data Retention), 4.7 (No Medical Use), 8 (Intellectual Property), 10 (Limitation of Liability), and 13 (Governing Law) shall survive termination of this Agreement.

12. THIRD-PARTY APP STORES

12.1 If you downloaded the Software from the Apple App Store or Google Play Store, you acknowledge that: (a) this Agreement is between you and Shiftwave, not with Apple Inc. or Google LLC; (b) Apple and Google have no obligation to provide maintenance or support for the Software; (c) in the event of any failure of the Software to conform to any applicable warranty, you may notify Apple or Google for a refund of the purchase price (if any) for the app, and Apple or Google shall have no other warranty obligation; and (d) Apple and Google are third-party beneficiaries of this Agreement and may enforce it against you.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

13.2 EU/EEA/UK Override. If you are a consumer habitually resident in the EU, EEA, or UK, the choice of Delaware law shall not deprive you of the protection afforded by mandatory provisions of the law of your country of habitual residence. You may bring proceedings in your local courts. The EU/EEA/UK Addendum to the Terms of Service contains additional provisions that apply to you.

13.3 Dispute Resolution. Subject to Section 13.2, any dispute arising out of or in connection with this Agreement shall first be subject to good faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, either party may submit it to binding arbitration in accordance with the rules of the American Arbitration Association, to be conducted in Santa Barbara County, California. The language of the arbitration shall be English.

13.4 Nothing in this Section 13 prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

14. CHANGES TO THIS AGREEMENT

14.1 Shiftwave may update this Agreement from time to time. We will provide you with at least thirty (30) days' notice of material changes by email and/or in-app notification. Your continued use of the Digital Services after the effective date of the updated Agreement constitutes your acceptance. If you do not agree to the changes, you may terminate this Agreement under Section 11.1 before the changes take effect.

14.2 Changes that are required by law, that address security vulnerabilities, or that correct errors may take effect immediately upon notice.

15. GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, and any applicable EU/EEA/UK Addendum, constitutes the entire agreement between you and Shiftwave regarding the Digital Services.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

15.3 No Waiver. Failure by Shiftwave to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15.4 Assignment. Shiftwave may assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets, provided the assignee assumes all obligations under this Agreement. You may not assign your rights under this Agreement except in connection with a transfer of the Chair under Section 2.5.

15.5 Language. This Agreement is drafted in English. If it is translated into any other language and there is a conflict between the English text and the translated text, the English text shall prevail, except where prohibited by applicable law.

16. CONTACT INFORMATION

For questions about this Agreement or the Digital Services:

Email: info@shiftwave.co

Mail: Cofactor Systems, Inc., 513 Garden St, STE G, Santa Barbara, CA 93101, United States

For data protection enquiries and to exercise your data subject rights, please visit our GDPR Compliance page or contact our Data Protection Officer at info@shiftwave.co.

EU/EEA Representative: To be appointed

UK Representative: To be appointed