Terms & Conditions

Terms & Conditions

Last Updated: January 2026
Effective Date: January 2026

1. Acceptance of Terms and Definitions

1.1 Agreement

By accessing, downloading, installing, or using the NextCalm mobile application and website (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions ("Terms"), our Privacy Policy, and all other policies and guidelines referenced herein. If you do not agree to these Terms, you are not authorized to use the Service and must immediately cease using it.

1.2 Definitions

• "Company," "we," "us," "our," "NextCalm": NextCalm Inc. and its subsidiaries, affiliates, and successors
• "User," "you," "your": Any person or entity that accesses or uses the Service
• "Service": The NextCalm mobile application, website, and all associated features, functions, and content
• "Account": Your registered user account with NextCalm
• "Vault": The encrypted storage space where you store your personal information
• "Content": All information, data, documents, and materials you upload to your Vault
• "Intellectual Property": Patents, trademarks, copyrights, trade secrets, and other proprietary rights

2. Eligibility and Account Creation

2.1 Eligibility Requirements

To use the Service, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal capacity to enter into a binding contract
• Not be prohibited from accessing the Service under applicable laws
• Not be located in a jurisdiction where the Service is restricted or prohibited
• Not be on any government sanctions list or restricted persons list

2.2 Account Responsibility

You are responsible for:

• Providing accurate, current, and complete information during registration
• Maintaining the confidentiality of your password and account credentials
• Not sharing your account credentials with third parties
• Notifying us immediately of any unauthorized access or use of your account
• Accepting responsibility for all activities conducted through your account

2.3 Account Termination Authority

You acknowledge that we may suspend or terminate your account if:

• We discover that your information is false or misleading
• You breach these Terms or other policies
• We are required to do so by law or government request
• We determine your account poses a security risk
• You engage in fraudulent or illegal activity

3. License Grant and Restrictions

3.1 Limited License

Subject to your complete compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable, limited license to access and use the Service solely for your personal, non-commercial purposes. This license does not authorize you to:

• Modify, adapt, translate, or create derivative works of the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code
• Copy, sell, resell, trade, or exploit the Service for any commercial purpose
• Remove, obscure, or alter any proprietary notices or labels
• Rent, lease, or lend the Service
• Transfer the Service to any third party

3.2 Intellectual Property Rights

All aspects of the Service, including software, design, graphics, text, layout, interface, trademarks, logos, and all other intellectual property contained within, are the exclusive property of NextCalm or our licensors. These elements are protected by copyright, trademark, and other intellectual property laws. You acknowledge that you acquire no ownership rights in the Service.

4. User Content and Vault Information

4.1 Your Content Ownership

You retain all ownership rights to the Content you upload to your Vault. NextCalm does not claim ownership of your Content. You grant us a limited license to:

• Store and encrypt your Content on our servers
• Maintain backup copies for security and recovery purposes
• Process your Content to provide the Service functionality

4.2 Vault Privacy and Encryption

Your Vault is encrypted end-to-end with AES-256 encryption. We implement a zero-knowledge architecture, meaning:

• We cannot access, view, decrypt, or process your unencrypted Content
• Only you possess the cryptographic key necessary to decrypt your Vault
• Even with access to our servers, we cannot retrieve your unencrypted information

4.3 Permitted Use of Your Content

We will not:

• Sell, trade, or rent your Content to third parties
• Use your Content for marketing, advertising, or any commercial purpose
• Share your Content with third parties (except as required by law)
• Use your Content for AI training, machine learning, or data analytics
• Disclose your Content to any person or entity without your explicit consent

4.4 Content Responsibility

You are solely responsible for the Content you upload to your Vault. You represent and warrant that:

• You own or have the right to upload all Content
• Your Content does not infringe third-party intellectual property rights
• Your Content does not violate any applicable law or these Terms
• Your Content does not contain malicious code, viruses, or harmful materials

5. Acceptable Use Policy

5.1 Prohibited Activities

You agree not to use the Service to:

• Violate any applicable laws, regulations, or court orders
• Infringe, misappropriate, or violate third-party intellectual property rights
• Transmit viruses, malware, ransomware, or any harmful code
• Attempt to gain unauthorized access to the Service or our systems
• Probe, scan, or test the vulnerability of the Service without authorization
• Engage in denial-of-service attacks or similar disruptive activities
• Interfere with or disrupt the Service or our infrastructure
• Impersonate any person or entity or misrepresent your identity
• Engage in harassment, stalking, bullying, or threatening behavior
• Defame, slander, or libel any person or entity
• Collect or harvest personal information from other users without consent
• Engage in fraud, phishing, or deceptive practices
• Use automated means (bots, scrapers, crawlers) to access the Service
• Facilitate illegal activity or criminal conduct

5.2 Monitoring and Enforcement

We reserve the right (but have no obligation) to monitor your use of the Service for compliance with these Terms. We may investigate violations and take appropriate legal action, including suspension of your account and referral to law enforcement.

6. Service Availability and Modifications

6.1 "As-Is" Provision

The Service is provided "as-is" and "as-available" without warranties of any kind, either express or implied. We make no representations regarding the accuracy, reliability, completeness, or timeliness of the Service or any Content.

6.2 No Guarantees

We do not guarantee that:

• The Service will be uninterrupted or error-free
• Defects in the Service will be corrected
• The Service will be free from viruses or malicious code
• Your use of the Service will result in any particular outcome

6.3 Service Modifications

We reserve the right to modify, suspend, or discontinue the Service at any time, with or without notice. We are not liable to you for any modification, suspension, or discontinuation of the Service. If we discontinue the Service, we will provide you with a reasonable opportunity to export your Data before termination.

6.4 Maintenance and Downtime

We may perform maintenance, upgrades, or repairs that may result in temporary Service unavailability. We will attempt to provide notice of planned maintenance, but cannot guarantee service availability during such periods.

7. Fees, Billing, and Subscription Terms

7.1 Subscription Fees

Certain features of the Service require a paid subscription. The subscription fees, billing cycle, and renewal terms are displayed in the Service or on our website. All fees are exclusive of applicable taxes unless otherwise stated.

7.2 Billing Responsibility

You are responsible for providing accurate billing information and maintaining a valid payment method. You authorize us to charge your payment method for the subscription fees and any applicable taxes.

7.3 Automatic Renewal

Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. You can cancel your subscription through your account settings at any time. Cancellation will be effective at the end of your current billing cycle.

7.4 Refund Policy

Subscription fees are non-refundable except as required by applicable law. If you cancel mid-cycle, you will retain access through the end of your paid billing period. We do not provide prorated refunds for early cancellation.

7.5 Price Changes

We may change our subscription fees at any time. Price changes will be effective for new subscriptions immediately and for existing subscriptions at the next renewal date. We will notify you of price increases at least 30 days in advance.

8. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE UNINTERRUPTED, BE SECURE, OR BE ERROR-FREE.

9. Limitation of Liability

9.1 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

9.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, or business opportunity
• Loss of data, goodwill, or reputation
• Cost of substitute goods or services
• Any damages arising from your use or inability to use the Service

9.3 Exceptions

This limitation does not apply to claims arising from our gross negligence, willful misconduct, or fraud, or for personal injury, death, or property damage.

10. Indemnification

You agree to indemnify, defend, and hold harmless NextCalm, our officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable law or third-party rights
• Your Content or activities on the Service

11. Data Loss, Backup, and Recovery

11.1 Data Responsibility

You are solely responsible for maintaining copies of your Content. While we maintain encrypted backups for redundancy and disaster recovery, we recommend that you regularly backup your important information outside of the Service.

11.2 No Liability for Data Loss

We are not liable for any loss, deletion, corruption, or corruption of your Content, regardless of cause. We will not be able to recover your Content after your account is deleted.

11.3 Account Deletion

When you delete your account, all Content in your Vault will be permanently deleted from our live systems and backups within 30 days. This deletion is irreversible. Data deleted from your device will not be recoverable.

12. Third-Party Services and Links

12.1 Third-Party Integration

The Service may integrate with or link to third-party services, platforms, or applications. We are not responsible for and do not control the content, policies, or practices of third-party services. Your use of third-party services is subject to their own terms and privacy policies.

12.2 No Endorsement

Links to third-party services do not constitute endorsement or recommendation. We disclaim all liability for third-party services and your use thereof.

13. Termination and Suspension

13.1 Termination by You

You may terminate your account at any time by deleting your account through your account settings or by contacting us. Upon termination, you will lose access to the Service and your Vault will be permanently deleted.

13.2 Termination by Us

We may suspend or terminate your account immediately, without notice or liability, if we determine that you have:

• Breached these Terms or any other policy
• Engaged in illegal or fraudulent activity
• Posed a security risk to our systems or other users
• Provided false or misleading information

13.3 Effect of Termination

Upon termination, your license to use the Service is immediately revoked. We may delete your account and all associated Content. You remain responsible for any outstanding fees or charges incurred before termination.

14. Changes to These Terms

14.1 Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated to you via email or notice within the Service. Your continued use of the Service after changes become effective constitutes your acceptance of the modified Terms.

14.2 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with applicable law. Any legal action or proceeding shall be subject to the exclusive jurisdiction of courts in that jurisdiction.

15.2 Dispute Resolution

Before initiating legal proceedings, you agree to attempt to resolve disputes through informal negotiation. If informal negotiation is unsuccessful, either party may pursue further legal remedies as permitted by law.

15.3 Class Action Waiver

Both parties agree that claims must be brought in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

16. Miscellaneous Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and NextCalm regarding the Service and supersede all prior agreements, understandings, and negotiations, whether written or oral.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions will continue in full force and effect.

16.3 Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. We may assign these Terms or our rights hereunder to any successor or affiliate at any time without notice or consent.

16.4 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of NextCalm. The failure to enforce any right or provision shall not constitute a waiver of such right or provision.

16.5 Notices

Any notices to NextCalm must be sent to support@nextcalm.com. We will send notices to you via email or in-app notification. Notices are effective upon receipt.

17. Compliance with Laws

You agree to comply with all applicable laws, regulations, and rules in your jurisdiction. You are responsible for determining the legality of your use of the Service under applicable laws. You agree not to use the Service in any jurisdiction where such use is prohibited.

18. Export Compliance

The Service may be subject to export control laws, including the U.S. Export Administration Regulations. You agree not to export or re-export the Service to prohibited countries or persons, including sanctioned entities or persons on restricted parties lists.

19. Contact Information

For questions or disputes regarding these Terms, contact:
NextCalm Inc.
Email: support@nextcalm.com
Website: https://nextcalm.com

20. Acknowledgment

By using the Service, you acknowledge that you have read these Terms in their entirety, understand them, and agree to be bound by them. If you do not agree, you must immediately cease using the Service.

Version 1.0 | Effective January 2026
These Terms & Conditions are subject to periodic review and updates. Last modified January 2026.