IDUN Technologies General Terms & Conditions

PLEASE READ THE FOLLOWING TERMS OF USE (HEREINAFTER “TERMS” OR “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW) OFFERED BY IDUN TECHNOLOGIES. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE IDUN SOFTWARE EMBEDDED WITHIN THE IDUN GUARDIAN DEVICE, THE IDUN SUBSCRIPTION SERVICE(S) USED IN CONJUNCTION WITH THE IDUN GUARDIAN DEVICE(S) (“SUBSCRIPTION” OR “MEMBERSHIP”), AND THE SERVICES, FEATURES, CONTENT, WEBSITE (IDUNTECHNOLOGIES.COM) OR APPLICATIONS OFFERED, FROM TIME TO TIME, BY IDUN TECHNOLOGIES IN CONNECTION THEREWITH (COLLECTIVELY, THE “SERVICES”). THESE TERMS GOVERN THE SALE AND USE OF THE IDUN GUARDIAN DEVICE AND SOFTWARE BY CUSTOMERS. THIS IS A BUSINESS-TO-BUSINESS TRANSACTION, AND THESE TERMS DO NOT APPLY TO CONSUMER PURCHASES. THESE TERMS COVER IMPORTANT INFORMATION ABOUT THE SERVICES PROVIDED TO YOU, ANY CHARGES WE BILL YOU, AND INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS AND AUTOMATIC RENEWALS.  

1. INTRODUCTION 

These Terms govern the sale and use of the IDUN Guardian device and software by businesses. IDUN Technologies AG (“IDUN”, “us”, “our” or “we”) is a company headquartered at Vega-Strasse 3, 8152 Glattpark (Opfikon), Switzerland. “You”, “your” or “Customer” means a company or other business entity that purchases an IDUN Guardian device and software, and by accepting these Terms in accordance with the provisions stipulated within this legal agreement, agrees to be bound by it. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the full legal authority to bind that company or any other legal entity. If you do not have such authority, you may not accept these Terms nor access or use our Services or Website on behalf of a third party. IDUN and Customer are referred to in this Terms individually as a “Party” or collectively as the “Parties”.  

IDUN owns and operates the Website (https://iduntechnologies.com) and the IDUN Guardian Software. The sole intended purpose of the IDUN Guardian including the earbuds and the software (“Device” or “Product”) is the measurement, monitoring and evaluation of electroencephalography (“EEG”) and movement (IMU) data. By using the device or parts of it, you expressly acknowledge that the IDUN Guardian can be used for both research and commercial purposes. Commercialisation of applications or products based on the IDUN Guardian is encouraged, provided the device is CE-certified and compliant with relevant regulations. The IDUN Guardian is not intended for use in connection with the diagnosis, prevention, prognosis, prevention, treatment, alleviation of, or cure of any disease or medical condition. IDUN does not endorse any such medical usage and disclaims any and all liability with respect to any such usage. 

Your use of the Device, the Software, the Website, and any other services or platforms provided by IDUN, including any related spare parts or individually prepared products, are subject to IDUN’s terms and conditions as set forth below. We may change these Terms and shall notify you accordingly if we do. IDUN does not accept any general terms and conditions of you and excludes their applicability to these Terms, even if IDUN does not expressly object to those terms and conditions. If you have any inquiries, please reach out to contact@iduntechnologies.com, call +41 44 552 05 65 or write to us at the above address. 

We reserve the right to, without any notice, explanation or liability and in our sole discretion, limit, refuse to allow you or suspend your access to our Website or your Account at any time, or remove or edit content (including content submitted by you) on our Website or on any of our affiliated websites (including social media channels), for failure to comply with the policies posted on the Website, including these Terms or in case that you violate our Acceptable Use Policy (“AUP”) and use our Products and Services outside of the intended use cases, or for any other reason at any time. 

We reserve the right to change, modify, update, add, remove, suspend, or discontinue any portion of our Services or Website or any other products offered to you at any time. We will notify you about any changes to these Terms. Your continued use of this Website following the posting of any changes will signify your acceptance of those changes.  

You acknowledge and agree that access to or operation of any of the foregoing may, from time to time, be interrupted, inaccessible or encounter technical difficulties that may render it inoperable for any reason whatsoever, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which IDUN may undertake without notice to you; or (iii) causes which are beyond the control of IDUN or which are not reasonably foreseeable. 

Notwithstanding anything to the contrary in these Terms, IDUN may temporarily suspend access to the Website or mobile app provided to you and any other third party for security purposes, to prevent illegal or fraudulent activity, to comply with the requests of any legal agency or government entity, or if you violate these Terms or the AUP. 

In an effort to continually improve this Website and its usefulness to you, we may add additional services or make changes to existing services. IDUN may, from time to time and in its sole discretion, engage other service providers, such as web-hosting providers, payment processors, and other third parties, to assist in the performance of our Services. You shall abide by the Terms and other requirements associated with the services provided by such third parties in connection with IDUN’s Services and Products. 

These Terms were revised on 09th of September 2024 and are the current and valid version.

2. ACCOUNT REGISTRATION

In order to use certain parts of the Website and your Membership, including accessing and using the IDUN Device and Software, you must subscribe, pay any applicable subscription fees as and when due, and create an account (“Account”). To register for an Account, you must provide specific mandatory and optional information, including but not limited to company name, business e-mail address (personal email addresses are not accepted), password, city, state, country, and postal code. For more information about the collection and processing of personal information, see our Privacy Policy on data handling practices (https://iduntechnologies.com/privacy-policy). By registering for an Account and using our Website and/or Software, you agree and acknowledge that:  

1. You are at least 18 years of age and, or if a minor in your country of residence, you have verifiable parental consent to use our Services and Products; 
2. You acknowledge to have read, understood, and agree to comply with all provisions of these Terms; and 
3. You will ensure that all users of your Account adhere to these Terms.

You are responsible for ensuring IDUN has true, accurate and complete information for your Account, including current and updated contact and payment information. You are further responsible for regularly reviewing your associated customer email account for any communications from IDUN. You are responsible for maintaining the confidentiality of your Account and you are responsible for any and all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorized to do so. You may not use anyone else’s Account at any time without the express permission and consent of the holder of that IDUN Account. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account, or any other failure to comply with these obligations.  

If you are provided with a username, password, credentials file, or any other piece of information as part of any security procedure (“Credentials”), you must treat such information as confidential, and must not disclose Credentials to any other person or entity. You acknowledge that your Account and Credentials are personal to you, and further agree not to provide any other person with access to the Services or portions of the Services using your username, password, or other security information. You shall notify IDUN immediately of any unauthorized access to or use of your Account or any other breach of security. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to IDUN. We have the right to disable any Account at any time.  

3. USE OF WEBSITE AND SOFTWARE LICENSE  

Subject to this agreement, your active Membership and your payment obligations concerning your Software Subscription (as described further below), we grant you, unless specifically agreed in writing, a worldwide, revocable, non-exclusive, non-sublicensable and non-transferable limited license to (i) access and use (i.e., to download and display locally) one copy of the Software only with the IDUN Guardian Device you have purchased and (ii) enabling you to use your IDUN Guardian, and applications embedded within your acquired IDUN Device, for both research and commercial purposes, provided that any commercial use complies with applicable regulations and the device is CE-certified. The use of the IDUN Device for commercial purposes includes, but is not limited to, the development and integration of applications or products based on the IDUN Guardian, subject to your compliance with these Terms, our Privacy Policy, and any other rules and requirements communicated to you by IDUN (“Software License”). You acknowledge and agree that IDUN may modify, update, and otherwise change the Software License at any time and in its sole discretion. 

You may not and you agree not to, or to enable others to, copy, modify, adapt, decompile, disassemble, reverse engineer or attempt to derive the source code of, or create derivative works of, or an installer for, the Software or any component thereof. The Software is not intended for use in the operation of medical devices or other equipment in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage. 

The Software, platforms, infrastructure and applications accessed or incorporated into the Product are licensed, not sold, to you by IDUN for use only under the terms and conditions of this agreement. IDUN and its licensors retain ownership of the Software and IDUN reserves all rights not expressly granted to you. If you are acquiring the Software on behalf of another person or entity, you represent and warrant that you have the authority to bind the party or entity for which you are acquiring the Software to the terms and conditions of this agreement.  

IDUN shall have no obligation to provide updates or support for the Software. In the event that IDUN, in its sole discretion, provides your product with updates and/or upgrades to the Software (“Updates”), you agree that IDUN may, for any reason at any time, terminate any such Updates. IDUN may collect, maintain, process and use diagnostic, technical and related information, including but not limited to information about your product or software usage to facilitate the provision of Updates, product support and other services to you (if any) related to the IDUN Software, and to verify compliance with the terms of this agreement. IDUN may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services to you. These Terms will govern any Updates provided by IDUN that replace and/or supplement your purchased Software, unless such update is accompanied by a separate license in which case the terms of that license will govern.  

4. LICENSE RESTRICTION 

The Software License is granted for enabling you to use your IDUN Device for both research and commercial purposes, subject to compliance with all applicable laws and regulations, including CE certification for commercial use. Any commercial use of the IDUN Device must adhere to relevant regulatory standards and obtain necessary approvals prior to distribution or sale. You shall not use the Software for any purposes beyond the scope of the license granted in this agreement. You may not and you explicitly agree not to, directly or indirectly, or to enable others to (i) copy, modify, sell, re-distribute, rent export, lease, sublicense, or otherwise reproduce the Software and Licensed Materials, in whole or in part; (ii) make the Software and Licensed Materials available to any Affiliates (“Affiliate” means, with respect to you, any entity that directly or indirectly controls, is controlled by, or is under common control with you or any third party; (iii) attempt to derive, exploit, gain access or use the Software and Licensed Materials to provide services to third parties without a commercial agreement with IDUN; or (iv) access our use the Software and Licensed Materials in order to build a similar product that infringes, misappropriates or otherwise violates IDUN's intellectual property, or that otherwise violates any law or regulation.  

Unauthorized use, reproduction or distribution of the Software or any other license materials owned by IDUN may violate copyright, trademark, and other laws, and is subject to civil and criminal penalties. Other than your rights as described in these Terms, you have no rights in or to the Software, and you may not use the Software except as permitted under this agreement. No other use is permitted without prior written consent from us. You may not sell, transfer, assign, license, sublicense, or modify the Software or reproduce, display, make a derivative version of, distribute, or otherwise use the Software in any way for any public or commercial purpose. This Software License ends as stated in the ‘Software Subscription and Cancellation’ clause of these Terms. If you violate any part of this agreement, your Software License automatically terminates, without notice from IDUN, and you must immediately destroy all Software in your use or possession. 

5. SHIPPING 

Subject to your payment obligations as detailed in the ‘Fees and Payments’ clause, IDUN will arrange for the hardware to be delivered to you, in accordance with the Incoterms 2020 'Delivered At Place' (DAP). IDUN shall assume responsibility for the goods until they are ready for you to unload at the designated location.  

All transportation costs associated with the delivery of the goods will be charged to you as a flat fee, based on the estimated cost depending on the destination country. This flat transportation fee will be invoiced to you during the check-out process on our Website. Please note that IDUN does not cover any importation tax, customs duties, or related fees, nor will it facilitate the collection of any taxes on the buyer’s behalf. The Customer is responsible for all costs related to the importation and purchase.  

In case of stock rupture, IDUN may need to extend the delivery deadline. Should this occur, IDUN will promptly inform you of the delay and provide an updated delivery timeline. IDUN will ship the IDUN Guardian Device to you following full payment, including any applicable shipping costs. 

6. FEES AND PAYMENTS  

This section outlines the fees and payment terms associated with IDUN’s Services and Products, which include the hardware (IDUN Guardian Device) and software (IDUN Guardian Software Suite). The hardware is a one-time purchase, and the software is an automatically renewing subscription service, as detailed in the ‘Software Subscription and Cancellation’ section of these Terms. IDUN reserves the sole discretion to make any changes to, suspend, or discontinue our Services and Products at any time for any reason. 

Pre-Sale: Services may include products ordered during an early access pre-order sale that will be shipped for you in the future (“Pre-Order”). During a pre-sale, customers who purchase the IDUN Guardian at early access pricing will be charged a Pre-Order fee and will receive access to all Software features for a limited period of time (see the ‘Software Subscription and Cancellation’ clause for more information). The actual date for shipping any accepted Pre-Order will depend on a variety of factors, including but not limited to, the date of payment of your Pre-Order fee and IDUN’s manufacturing schedule. There is no shipping date guarantee for Pre-Orders. We reserve the right to modify fees for Pre-Order purchases at our discretion. 

Software Subscription Fees: With respect to the IDUN Software, we offer a variety of subscription plans with different features and pricing. The specific fees associated with each plan are detailed on the IDUN Website during checkout. We reserve the right to modify subscription fees at our discretion with reasonable advance written notice. Your continued use of a recurring subscription will constitute acceptance of the amended fees. 

You agree to pay all applicable fees for your chosen Product and Services including, without exclusion, any monthly or annual subscription fees, and any other fees, charges, or costs that you agree to purchase as part of our Services during the checkout process (“Fees”). You agree to pay all Fees and all applicable taxes incurred prior to termination or cancellation of the Agreement. 

Any Fees due in relation to your Account or Software Subscription must be paid by their due date for payment, as notified to you through our Website or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account or any of the Services. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring Monthly or Annual Software Subscription will constitute acceptance of the amended Fees.  

Payment Methods: All payments shall be made by using the payment methods specified on our Website. You authorize IDUN to charge your designated payment method for chosen Services and Products. By providing an acceptable payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us or our third-party payment processor to charge your payment method for the total amount of your purchase, including any applicable taxes (including any goods and services tax) and other charges. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your Service may be suspended or canceled. You must resolve any problem we encounter in relation to the payment method you provide in order to proceed with the shipping and your use of the Services. If you make changes to your order or services, the Fees, taxes, and amounts billed may vary. Billing amounts may also vary due to changes in applicable taxes or currency exchange rates. You authorize us or our third-party payment processor to charge your payment method for the corresponding amount. Refunds will not be issued unless required by law. This payment obligation shall survive termination or cancellation of this Agreement for any reason whatsoever. 

Third-Party Payment Processors: You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason. If you choose to finance a purchase through our third-party payment processor and one or more items in your order have an extended ship date, your loan payment(s), including interest, may be due before we ship all of the items. Please note that you may not receive a rebate of any interest that may have already accrued on an amount that is later refunded. 

Your payment information will be processed and stored through a third-party payment processor. All paid account holders must maintain at least one valid payment method for payment of recurring Fees, which are described in more detail during checkout on our Website. All Fees are calculated and billed to you on a monthly or annual basis depending upon your chosen subscription service and are due immediately upon receipt and are subject to change. You acknowledge that Fees have a recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Fees shall be charged or debited from the saved, designated payment method you provide one day prior to the monthly or yearly anniversary of the initial purchase date. IDUN shall not be liable for any failure, disruption, or error in connection with your chosen payment method. 

IDUN reserves the right to adjust or change the Fees for Pre-Order purchases, subscription plans, or any features or parts of our Services, at any time. In the event of such a change, IDUN will provide notice of any changes to recurring subscription fees. Your continued use of the Services indicates your acceptance of any changes to the Fees. You are solely responsible for all applicable taxes and will be charged for taxes when required by law. 

7. SOFTWARE SUBSCRIPTION AND CANCELLATION 

IDUN’s Software services are subscription-based purchases, to which the following terms apply. We offer monthly and annual access subscriptions to our Software (“Subscription Term”), with various pricing options based on the selected access features during purchase (“Software Subscription”). Access and use of the Software Subscription is provided on a per-device basis or as agreed upon with you in a separate commercial agreement.  

We offer a variety of Software Subscription plans with different features and pricing, upon purchase of the IDUN Guardian hardware device for 1299 CHF. For a simplified overview of the available Software Subscription options, we offer a Free Basic Plan, which provides access to the Console Web App and your recorded data; and various Paid Plans, each including different and additional features such as access to real-time prediction classifiers, unlimited recording hours and more. You can find detailed descriptions and pricing for each subscription plan on the IDUN website during checkout. 

Your Software Subscription will auto-renew for additional Subscription Terms until your Subscription is cancelled by you, suspended or terminated by IDUN. Unless otherwise indicated by us, your designated payment method will be charged prior to, or at the beginning of, each Subscription Term for the Subscription fee plus any applicable taxes and other charges. Before charging you for a Subscription Term, we will notify you of the applicable fees, and the renewal will occur at the price then in effect for the chosen plan. IDUN retains the right to provide a specifically tailored Software Subscription for you to be paid in full in advance.  

From time to time, we may offer pre-sales for limited periods of time. When you pre-order the IDUN Guardian device during an early access pre-sale, your Pre-Order, as detailed in the ‘Fees and Payment’ clause, grants you free access to all software features for three (3) months (“Pre-Sale Period”). Unless you cancel your free Subscription prior to the end of your Pre-Sale Period by taking the steps outlined below, your access to advanced software features will transition to the Free Basic Plan, which includes access to the Web App, your recorded data and all the features included in the Free Basic Plan as found on the Website. You will also have the option to subscribe to a different Paid Plan to unlock additional features. 

Our Software Subscription plans are billed on a recurring basis depending on your chosen plan.  

The Yearly License is a prepaid subscription service with annual payments. The subscription term lasts for twelve (12) months, starting from the date of delivery of the IDUN Guardian to you. The Yearly Subscription will automatically renew at the end of the paid period unless explicitly canceled before the start of the new billing period. The designated payment method will be charged prior to or at the beginning of each annual term for the Subscription fee plus any applicable taxes and other charges. 

Cancellation: Your subscription will automatically renew for additional terms (monthly or annually) until you cancel it. The renewal will occur at the price then in effect for the chosen plan. You may cancel your Subscription Plan at any time. When you cancel a Subscription, you cancel only future charges for your Subscription. Your cancellation will take effect at the end of the current Subscription Term. To cancel your Subscription plan you must notify us via email at support@iduntechnologies.com within seven (7) days of the end of the monthly or annual cycle. You may continue to have full access to your Account and Subscription until the expiry of the Subscription Term in which the cancellation occurred. Cancellation or termination of your Account or Subscription does not entitle you to the refund of any previously paid Fees, and you will not receive a prorated refund for the remainder of your current Subscription Term. In the event you cancel your Subscription, note that we may still send you promotional communications, unless you opt out of receiving those communications by following the unsubscribe instructions provided in the communications. 

8. SERVICE LEVELS AND SUPPORT 

During the Term, we shall render all commercially reasonable efforts to provide technical support to assist you in using the Website and the IDUN Guardian. The total amount of technical support provided by us shall be governed under the fair use principle. To provide effective service and follow-up, we may collect data about you in form of tickets, notes and personal data. We will ensure this data is kept separate from any EEG data you generate. 

Support Limitations: We have no obligation to provide support: (i) for anything other than our Website and the IDUN Guardian; (ii) if you or a third party has altered or modified any portion of the IDUN Guardian; (iii) if you have not used the IDUN Guardian in accordance with the user documentation, manuals or instructions provided by us; (iv) to anyone other than you. 

IDUN will respond to technical support requests during office hours (9 am to 5 pm CET, Monday to Friday, excluding public holidays in Zurich, Switzerland) and within 72 hours for contacts made during these office hours. If the response time exceeds 72 hours, we will provide you with a technical justification and define a new deadline for carrying out and completing the support service. 

IDUN reserves the right to invoice you 250$ per hour for technical support that exceeds the included support in your license pricing model or that goes beyond standard technical support for using the IDUN Guardian as is. We will always inform you of any incurring costs before providing the additional support. 

9. INTELLECTUAL PROPERTY RIGHTS (“IP”) 

IDUN GUARDIAN and IDUN DRYODE are registered trademarks owned by IDUN Technologies. IDUN content, products, features, services, and our underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of Switzerland and foreign countries. All rights reserved. You are not granted, by implication or otherwise, any license or right to use any marks appearing on, or used or displayed in connection with, the Services (“Trademarks”). The Services may also contain or refer to third-party trademarks, trade names, product names, and logos that may be registered trademarks of their respective owners. Under no circumstances may you use or copy any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed in connection with the Services without IDUN’s express written permission.  

Use restrictions: All content provided in association with the Services and this Agreement, including, but not limited to, the Website and Software, all text, graphics, user interfaces, visual interfaces, photographs, images/video, electronic art, sounds/audio, data, communications programs, executable code, computer code, and data (collectively, “Content”) formatted, organized, and collected in a variety of forms, including design, structure, selection, layouts, pages, screens, and databases of such Content, contained in the Content, our Services, and underlying technology, and any and all other copyright-protected work associated with the Services (“Licensed Material”), are exclusively owned, controlled, or licensed by or to IDUN and are protected by Swiss and international copyright laws and treaty provisions. IDUN retains all rights to the Content and Licensed Material. You agree you will not directly or indirectly copy, reproduce, translate, disassemble, reverse engineer, decompile, modify, alter, adapt, translate, distribute, copy, transmit, publish, edit, create derivative works from, distribute, or publicly display the Content or Licensed Material without the prior express written permission of IDUN, except as necessary for permitted research and commercial purposes under this Agreement. You may only use the Website, the Software and our services as detailed in these Terms. You shall not and agree not to in whole or in part remove, alter, conceal or hide any intellectual property notices such as notices of trademarks, patents, design, copyright or other proprietary notices or allow such activities to be carried out. 

For the avoidance of doubts, performing demos or developing your own algorithms or use cases based on the data generated and made available by the IDUN Guardian are not considered derivative works and are permitted under this Agreement, provided all commercial uses comply with CE certification and relevant regulations. You may not and agree not to use the IDUN Guardian, Website or any other IDUN property in any way that is prohibited by these General Terms & Conditions, unlawful, illegal, fraudulent, or harmful, or use it in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the IDUN Guardian. Under no circumstances will You attempt to access the user account or data (EEG, IMU, Metadata) of any other IDUN Guardian user without IDUN's or the other user’s express authorization. For the avoidance of doubt, You have no right to directly or indirectly access the source code of the IDUN Guardian, either during or after the term. You shall use all reasonable endeavors to ensure that no unauthorized person will or could access the IDUN Guardian Earbuds or Software Suite using your Account. 

Background IP: Except for the limited, non-exclusive, non-transferable, revocable license to use the IDUN Guardian for research and commercial purposes as granted above, you acknowledge that nothing contained in these Terms shall be construed as granting or conferring, any right, title, or interest to any intellectual property, including any (i) inventions (whether patentable or not in any country), patents, patent applications, invention disclosures, improvements, trade secrets, proprietary information, know-how, information, or technical data; (ii) copyright-protected works, copyright registrations, mask works, mask work registrations, or applications in Switzerland or any foreign country; (iii) trademarks, trademark registrations, service marks, logos, or applications in Switzerland or any foreign country; (iv) trade secrets; or (v) any other tangible or intangible proprietary rights anywhere in the world. Your purchase of the IDUN Guardian hardware device does not transfer any intellectual property rights or know-how to You. Each party shall retain all right, title, and interest in any intellectual property i) owned or controlled by such party or its affiliates prior to the Effective Date, ii) developed, invented, discovered, reduced to practice, created, or iii) acquired by such Party independently of this Agreement on or after the Effective Date ("Background IP"). 

Enhancements: IDUN shall own all right, title, and interest in any intellectual property, developed, invented, discovered, reduced to practice, or created relating to or arising from IDUN's Background IP, Products, Confidential Information, by IDUN or You alone, or jointly by IDUN and You ("Enhancements"). You will promptly disclose in writing any Enhancements to IDUN. For significant contributions to enhancements, arising from a user-developed commercial application, IDUN will offer you an incentive which may include licensing fees, royalties, or a profit-sharing agreement. Significant contributions are defined as those that substantially improve the functionality or performance of IDUN’s products. The specific incentive will be determined by IDUN based on the nature and impact of the enhancement. At IDUN’s request and expense, You will execute, or cause Your employees and agents to execute, all documents and take such actions as IDUN deems necessary or appropriate to effectuate and maintain IDUN's rights in the Enhancements. IDUN reserves the right to establish any collaborative development agreement with you for joint enhancements, with terms for IP ownership and profit-sharing predefined. 

If you provide any communications or materials to IDUN by mail, email, telephone, or otherwise, suggesting or recommending changes to our services or products, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), IDUN is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. IDUN is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although IDUN is not required to use any Feedback. 

Procedure for making claims of copyright infringement: At IDUN, we respect the intellectual property rights of others, and it is our policy to expeditiously process and review notices of claimed infringement of copyright or other applicable intellectual property laws. If you believe that your copyrighted work has been copied and is accessible on the Website in a way that constitutes copyright infringement, please contact us to report possible copyright infringement. When contacting us, please provide IDUN with the following information: (i) a full description of the copyrighted work or other intellectual property that you claim has been infringed;  (ii) an electronic or physical signature of the copyright owner or a person authorized to act on behalf of the copyright owner or other intellectual property interest; (iii) a description of where the material that you claim has been infringed on this Website; (iv) information sufficient for us to contact you, such as address, telephone number, and email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. 

10. DATA OWNERSHIP AND SHARING 

You, the user, retain ownership of all data produced, collected, stored and analyzed by your IDUN Guardian device. This includes EEG data, inertial movement unit (“IMU”) data, and any other information and statistics generated by the device to enhance your research and product capabilities. You have the option to share usage data with IDUN for marketing or improvement purposes. Sharing is entirely voluntary and will not affect your ability to use the IDUN device or Software. If you choose to share your usage data (features used, frequency of use and error logs) with IDUN, you hereby grant IDUN a non-exclusive, revocable, royalty-free license to use the data for the following specific purposes:  

1. Improving the IDUN Guardian Software: This includes using your usage data to develop new features, improve algorithms, and enhance the overall user experience. 

Providing Technical Support:IDUN may use your usage data to diagnose and resolve technical issues you experience with the device or software.

If voluntarily shared, IDUN will collect, and process usage statistics related to your interaction with the IDUN Guardian Software. You can find more details about the data we collect and how we use it in our Privacy Policy (https://iduntechnologies.com/privacy-policy). 

Third Party Software: "Third Party Software" means software developed by a third party using IDUN's software development kit, which relies on Your scan data to function, including but not limited to enterprise, consumer and free software applications. Users might encounter third party software applications compatible with the IDUN Guardian. Sharing with third parties is entirely optional and will not affect your ability to use the IDUN Software. Before sharing your data with a third-party application, we recommend that you review the third party’s privacy policy and terms of service to understand how your data will be used. IDUN is not responsible for the data practices of third-party software applications users might choose to interact with. 

11. PRODUCT SAFETY AND SPECIFICATIONS

IDUN is committed to providing safe and reliable products. We encourage you to carefully review the user manual that accompanies your IDUN Guardian device to familiarize yourself with its proper use and care. The information and illustrations contained in brochures, user documents, manuals, instructions or other any other document do not constitute warranty declarations or assurances. Guarantee declarations and warranted characteristics shall only be deemed to exist if they are expressly made as such by IDUN or are designated as such in the product documents. The functionalities and components of the IDUN Guardian Earbuds and the Software Suite are described in the product specifications sheet available on the docs section of the Website (https://iduntechnologies.com/docs/) or as an add-on to your contract if any specific solution has been developed for you.  

We are committed to designing and manufacturing products that comply with all applicable safety regulations. If you experience any issues with the Device or the Software that may pose a safety risk, please report them immediately to IDUN by contacting our customer service department at support@iduntechnologies.com. Likewise, if you become aware of any changes in regulations that may impact the safe use of the Device or Software, including any changes to regulations in the area of product safety and liability, please notify IDUN. 

While IDUN strives to provide a safe product, you are responsible for ensuring that any use of the IDUN Guardian and Software occurs in accordance with IDUN's instructions. You shall immediately forward possible production defects or safety risks detected within the scope of your inspections to IDUN in writing. In the event of a product recall or other safety measure initiated by IDUN or a competent regulatory authority in the area of product safety, you agree to cooperate fully with such measures. 

12. HARDWARE WARRANTY DISCLAIMER 

You expressly acknowledge and agree that, to the extent permitted by applicable law, your use of the Device is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. Notwithstanding the foregoing, IDUN warrants the IDUN Guardian hardware device to be free from defects in materials and workmanship for a period of one (1) year from the date of purchase (“Warranty Period”). This warranty applies only to the original purchaser of the IDUN Guardian device and is not transferable. The warranty only covers defects in materials and workmanship that prevent the device from functioning as specified in the user manual.  

This limited warranty does not apply to (i) normal wear and tear, including scratches and dents; (ii) consumable parts included or embedded in the IDUN Guardian, such as ear tip sensor; (iii) damage caused by improper use of the device, including but not limited to, failure to follow the instructions in accordance with the user manual, documents, and instructions accompanying the IDUN Guardian or available on our Website; (iv) damage resulting from an accident, flood, fire, misuse, abuse, neglect, faulty handling, excessive use, modification, or improper storage; (v) damage resulting from the use of the device in combination with additional third-party hardware and/or software without prior written consent of IDUN; (vi) damage resulting from service performed, or damage resulting from tampering with or alterations to the Product; (vii) damage caused by operation outside the specified operating conditions; (viii) damages due to use of the Product with any third party application or software other than the IDUN Software; (ix) defects in components not manufactured by IDUN; or (x) damage caused by service performed by anyone other than IDUN. 

Remedies: If your device is found to be defective within the Warranty Period, we will, at our sole discretion, either: (i) repair the device using new or refurbished parts; or (ii) replace the device with a new device. Replacement products may be new or refurbished at our discretion. IDUN retains the exclusive right to repair or replace the Device, or offer a full refund, at its sole discretion. Such remedy shall be your sole and exclusive remedy for any breach of this limited warranty. Warranty repairs and replacements have a new warranty which is the longer of ninety (90) days or the balance of the original one (1) year warranty. We will not be responsible for any data loss that may occur during the repair or replacement process. 

Warranty claim and service: To claim under this warranty, please contact our customer service department by email at support@iduntechnologies.com. You will be required to provide the following: (i) a copy of your proof of purchase (dated receipt); (ii) a detailed description of the defect(s) immediately upon their detection; and (iii) any evidence or proof to support your claim, such as photos or videos. In case of a warranty claim, you are not required to return the device to us. However, if you choose to do so, you will be responsible for all transportation or shipping costs associated with returning the device. 

THE ABOVE WARRANTY IS THE SOLE WARRANTY PROVIDED BY IDUN WITH RESPECT TO THE IDUN GUARDIAN DEVICE AND SUPERSEDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THIS WARRANTY IS PROVIDED ONLY TO CUSTOMERS AND DOES NOT APPLY TO CONSUMER PURCHASES. 

13. SOFTWARE WARRANTY DISCLAIMER 

You acknowledge and agree that software is never wholly free from defects, errors, bugs or security vulnerabilities, and IDUN makes no warranty or representation that the IDUN Software will be entirely secure or error-free operation. In addition, IDUN does not warrant against interference with your enjoyment of the Software, that the functions contained in the Software will meet your requirements, that the operation of the Software will be uninterrupted or error-free. However, IDUN is committed to providing timely bug fixes and software updates to address any identified issues within the software. The Software will substantially function according to its documented features.  

IDUN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT WILL IDUN BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THE USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF IDUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS WARRANTY IS PROVIDED ONLY TO CUSTOMERS AND DOES NOT APPLY TO CONSUMER PURCHASES. 

IDUN reserves the right to terminate certain features of the Software at any time without your consent. No IDUN agent, affiliate or employee is authorized to make any modification, extension, or addition to this warranty disclaimer. 

14. LIMITATION OF LIABILITY 

Our liability under this warranty is limited to the repair or replacement of the device, as set forth above. You expressly understand and agree that IDUN (or IDUN’s officers, directors, investors, subsidiaries, agents, affiliates, representatives, suppliers, partners, or employees), in no event, shall we be liable for any direct damages or any special, indirect, incidental, consequential, punitive, or exemplary damages, including but not limited to any damages whatsoever resulting from loss of data, loss of profits or revenue, emotional distress, pain and suffering, loss of business or anticipated savings, loss of business opportunity, business interruption, loss of use, loss or corruption of data or information, loss of goodwill or reputation, or other intangible losses, arising out of or in connection with, even if foreseeable, your use of or inability to use our Services, Website or Products, unauthorized access to or alteration of your transmissions or data, errors or omissions in the content on this Website, instruction, information or services provided by or linked from the Website, or any other matter or content relating to our Services, Products and Website. 

Our Website, Services and Products are not intended to serve a record-keeping function and we shall not be liable for any loss of data or content. You expressly agree that your use of our Services, Website and Products, including reliance on any content and information, is at your sole risk. To the extent not prohibited by applicable law, in no event will IDUN be liable for the damages described above, arising in any way out of the sale, license or use of, or inability to use any IDUN Service, however caused, regardless of the theory of liability, whether in contract, tort, breach of statutory duty, or otherwise, arising under or in connection with these Terms. These limitations will apply regardless of whether or not IDUN has been warned or advised of the possibility of such damages. In no case will IDUN’s total liability exceed the actual money paid for the IDUN product or service giving rise to the liability. The foregoing limitations will apply even if the abovementioned remedy fails in its essential purpose. The above limitations do not affect any liability which cannot be excluded or limited under applicable law.  

Each party is liable to the other to an unlimited extent for damage to life, limb, and health that is caused by a breach of duty on the part of such party, for any liability pursuant to the Swiss Product Liability Act (Produktehaftpflichtgesetz, PrHG) and in case of fraudulent behaviour as well as for direct damages of the other party caused by intent or gross negligence.  

Nothing in these Terms shall limit or exclude our liability for (i) death or personal injury resulting from our negligence; (ii) fraud; or (iii) any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services, the IDUN Guardian Device, Software and our Website. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our website which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. 

Indemnification: You shall indemnify, defend, and hold harmless IDUN, its affiliates, and their respective officers, employees, and agents from any and all claims, demands, damages, costs, and liabilities, including reasonable attorneys’ fees, made by any third party due to or arising out of your acts or omissions that arise from your wrongful use of our Services or Website in violation of its terms. IDUN reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate as fully as reasonably required in the defense of any claim. 

Disclosure of Use: IDUN may disclose any information we have about you (including your identity), any transmittals or communications by you, and your use of this Website or Services made available on this Website if we determine that such disclosure is necessary to (i) comply with legal process, (ii) comply with any investigation or complaint regarding your use of this Website, (iii) enforce these Terms, (iv) respond to claims that any such data violated the rights of others, or (v) protect the rights, property, or personal safety of IDUN, its employees, and visitors to or users of this Website, including IDUN’s customers, and the public. IDUN reserves the right at all times to disclose any information that IDUN deems necessary to comply with any applicable law, regulation, legal process, or governmental request. IDUN may also disclose your information when IDUN determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. 

Compliance: You are responsible for ensuring that the IDUN Device and any applications or products developed using the IDUN Guardian comply with all applicable laws and regulations, including obtaining and maintaining any necessary consumer certifications in your local jurisdiction (for example, CE mark for Europe or FCC certification for North America). IDUN is not responsible for ensuring that user-developed commercial applications or products meet legal and regulatory standards. This responsibility is entirely on you and IDUN disclaims any liability for non-compliance with regulatory requirements by users. 

15. PRECAUTIONS 

As set forth above, our Services and Products are not medical devices, and you expressly agree that the services do not involve the provision of medical advice by IDUN. The Services are not intended to diagnose, treat, cure, or prevent any disease or medical condition. The Services are intended for research or investigational purposes only and cannot replace the services of physicians or medical professionals.  

The Services, including all information, text, photographs, images, illustrations, graphics, audio, video, and audio-video clips, and other materials, whether provided by us or third parties, are not intended to be and should not be used in place of (i) the advice of your physician or other medical professionals, (ii) a visit, call, or consultation with your physician or other medical professionals, or (iii) information contained on or in any product packaging or label. 

Should you have any health-related questions, please call or see your physician or other medical provider promptly. You should never disregard medical advice or delay in seeking medical advice because of any information presented on the Services, and you should not use our Products or any information provided in the Services for diagnosing or treating a health problem. The transmission and receipt of services, in whole or in part, or communication via the internet, email, or other means does not constitute or create a healthcare professional relationship between you and IDUN. 

You should always consult a physician before making any changes to your sleep or physical activity based on information or data provided through the Services, or if you have any questions regarding a medical condition. IDUN is not responsible for any health problems that may result from information you learn about through the Services. If you make any change to your sleep or activity based on the Services, you agree that you do so fully at your own risk. 

16. CONFIDENTIALITY 

You agree to hold in confidence all information disclosed by IDUN that is designated as confidential or that, by its nature, should be considered confidential, whether oral, written, graphic, machine-readable or otherwise intangible ("Confidential Information"). This includes, but is not limited to: 

1. Business information: Including any marketing strategies, plans, financial information or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; 
2. Products and Service: Including products, plans for products or services, agreements with third parties, and customer or supplier lists;
3. Technical and Scientific information: Including any inventions, designs, processes, procedures, formulas, algorithms, improvements, technologies or methods;
4. IP: Including any concepts, intellectual property rights, copyrights, patents, patent applications, research, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases; and
5. Other Confidential Information: Any information provided by IDUN to You that is reasonably identifiable as being of a confidential or proprietary nature of IDUN. 

Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. You acknowledge that the Confidential Information is proprietary to IDUN and has been developed and obtained through great efforts by IDUN and that IDUN regards all of its Confidential Information as trade secrets. You will take all reasonable steps to protect the confidentiality of the information. You will not disclose Confidential Information to any third party without IDUN’s written consent. You will ensure that your directors, officers, employees, agents, partners, clients, contractors, local operators, other users, visitors, guests, and any others, strictly respect IDUN's Confidential Information. 

17. DATA PRIVACY & SECURITY POLICY  

Protecting Your data privacy and your data security is important to IDUN. IDUN's Data Privacy & Security Policy can be found on the Website (https://iduntechnologies.com/privacy-policy). By using our Website, you are consenting to the terms of our Privacy Policy. Please take a moment to review the Data Privacy & Security Policy. It describes IDUN's collection, use, and disclosure of personal data and information in connection with Your use of our Services and security measures in place to protect the loss, misuse, and alteration of the information under IDUN’s control. Although IDUN has taken the steps described in our privacy policy to ensure that your personal information is delivered and disclosed only in accordance with our privacy policy, IDUN does not guarantee that the personal information you provide will not be intercepted by others and decrypted. 

18. COMMUNICATIONS 

You consent to receive communications from IDUN electronically. We will communicate with You by e-mail, phone, digital channels such as Discord or Slack or by posting on our Software Suite. You agree that all agreements, notices, disclosures, and other communications that IDUN provides to You electronically satisfy any legal requirement that such communications be in writing. 

19. COMMUNITY FORUMS & DISCUSSION GROUPS 

IDUN may allow You and others to post messages on the Website through community forums and discussion groups. All such messages posted on the Website or any other digital channels directly related to IDUN or not, and any opinions, advice, statements, content, personal data, or other information contained in such messages are the sole responsibility of the author of those messages and not in IDUN's responsibility. The fact that a particular message is posted on or transmitted does not mean that IDUN has endorsed, encouraged or approved that message in any way or verified the accuracy, completeness, legality or usefulness of such message. To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless IDUN, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including attorneys' fees) arising out of or accruing from any messages You post on the Website or any other channels or that are otherwise attributable to You. Although IDUN does not regularly monitor such discussion groups or other community forums, IDUN has the right, but not the obligation, to remove or otherwise delete any message at any time without prior notice, in IDUN's sole discretion. You may report any objectionable message to IDUN at support@iduntechnologies.com. 

20. TERMINATION.  

This Agreement will remain in full effect until terminated by you or IDUN as outlined below. 

Termination by You: You may terminate these General Terms & Conditions at any time, for any reason or for no reason, by deleting all copies of the Software in Your possession or control, cancelling Your Service user Account or Software Subscription Plan, and discontinuing all use of the Website.  

Termination by IDUN: IDUN reserves the right to terminate this Agreement, your Account or access to the Website and Software in the following situations: (i) for any reason whatsoever; (ii) immediately for your material breach of this Agreement; or (iii) for non-payment of Fees. Notwithstanding the foregoing, IDUN reserves the right, in its sole discretion and without notice, at any time and for any reason, to remove, modify, suspend, or disable access to all or any portion of our Services. In addition to the above, IDUN may, at its sole discretion, and without prior notice, take any of the following actions: remove, modify, suspend, or disable your access to all or any portion of our Services; or discontinue providing all or any part of the Services, Software or Website. IDUN will not be liable to You or any third party for any of the actions listed above. Upon termination of these General Terms & Conditions, You agree to delete all copies of the Software in Your possession or control.  

IDUN reserves the right to terminate or suspend your license to use the IDUN Guardian and associated Software if you fail to comply with these terms and conditions, including but not limited to non-compliance with regulatory requirements for commercial use. 

Sections titled Precautions, Intellectual Property Rights, Communications, Community Forums and Discussion Groups, Hardware and Software Warranty Disclaimers, Limitation of Liability, Confidentiality, Miscellaneous, and payment obligations for Fees incurred prior to and during any notice period shall survive termination of this Agreement for any reason whatsoever. 

21. MISCELLANEOUS 

Assignment of Rights: We may transfer our rights and obligations under these Terms to another organization, subsidiary, affiliated company, or as part of the sale to, merger with, or other transfer of IDUN to another entity. This transfer will not affect your rights or obligations under these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing. 

Relationship of the Parties: No joint venture, partnership, agency or employment relationship has arisen by reason of these Terms. 

Entire Agreement: These Terms and any documents expressly referred to within constitute the entire agreement between us regarding the subject matter, superseding all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) not set out in these Terms or any referenced document. You also agree to have no claims for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it. 

Waiver: Our failure to insist on your performance of any of your obligations under these Terms,  enforce our rights against you, or any delay in doing so, does not constitute a waiver of our rights. Any waiver of a default by you must be in writing, and does not imply a waiver of any subsequent default.  

Governing Law and Severability: These Terms and your use of the Website, its subject matter and its formation, and any other disputes or claims in connection therewith, will be governed by the laws of Switzerland, without regard to conflicts of law provisions. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Switzerland, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You expressly waive all defenses of lack of personal jurisdiction and venue. Each condition of these Terms operates separately. If any court or competent authority finds any condition unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

Links to Third-Party Websites and Services: In attempting to provide you with comprehensive and useful resources, the Website may contain links to third-party websites which are not under the control of IDUN. IDUN is not responsible for the content of, or products provided by any linked site or any link contained in a linked site, or any changes or updates to such sites. IDUN is providing these links to you only as a convenience, and the inclusion of any link does not imply that IDUN endorses, guarantees, or accepts any responsibility for the content or products on such a third-party site. 

In connection with your use of this Website, you may be made aware of services, products, offers, and promotions provided by third parties, and not by IDUN. If you decide to use third-party services or products, you are responsible for reviewing and understanding the terms and conditions governing any third-party service or product. You agree that the third party, and not IDUN, is responsible for the performance of the third-party services or products. For instance, IDUN uses YouTube as a hosting platform for our videos and, as a result, you are subject to the YouTube Terms of Service (available at https://www.youtube.com/t/terms) including the Google Privacy Policy (available at https://www.google.com/policies/privacy). 

Modification and Acceptance of Terms: IDUN reserves the right to modify these Terms. The latest version of these Terms will be posted on the Website. If material changes are made to these Terms, IDUN will notify You. If You do not accept the changes, You must stop using Services or Website and cancel your Account by e-mailing IDUN at support@iduntechnologies.com. Your continued use of the IDUN Guardian, Software Suite or Website after changes are published or a notice is sent constitutes your consent to the updated Terms. If you do not agree to parts or all of these Terms, do not install or use all or any portion of the IDUN Guardian Software, the Product developed specifically for you or the Website. 

In case of any conflict between the terms of this Agreement and the terms of the Privacy Policy, the terms of this Agreement shall prevail.