IDUN Technologies General Terms & Conditions

 

  1. ABOUT US
    • IDUN Technologies AG, headquartered at Alpenstrasse 3, 8152 Glattpark, Switzerland (“IDUN”, “we”, “us”, or “our”) operates iduntechnologies.com (our ”website”) and provides the IDUN Guardian platform for investigational use only as identified on the docs section of the website ((the “IDUN Guardian”), which includes the IDUN Guardian Earbuds, the IDUN Guardian Software Suite, and/or other “Licensed Materials”. The purpose of the IDUN Guardian is to measure, monitor, analyze and access insights of your brainwaves (“EEG”) and other sensors included in the IDUN Guardian Earbuds.
    • By using the IDUN Guardian or parts of it, you acknowledge that the IDUN Guardian is meant for research purpose only and is not intended for use in connection with the diagnosis, prevention, treatment, or cure of any medical condition. IDUN does not endorse any such usage and disclaims any and all liability with respect to any such usage.
    • To contact us, please reach out to contact@iduntechnologies.com, call +41 44 552 05 65 or write to us at the above address.
    • These Terms were last updated on Sunday, 22nd October 2023, and are the current and valid version.

 

  1. GENERAL TERMS
    • We license the use of our Website, the IDUN Guardian and any product specifically developed for you on the basis of these Terms, our Data Privacy Policy and Acceptable Use Policy. We do not sell our website and IDUN Guardian to you, and we remain the owner of our website and IDUN Guardian at all times if not stipulated otherwise in a separate contract with you.
    • The provisions set out in these Terms govern your access to and your use of our website, our IDUN Guardian and any product specifically prepared for you and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our website or any parts of our IDUN Guardian.
    • The Software Suite included in the IDUN Guardian is intended for use in connection with the IDUN Guardian Earbuds (hereinafter referred to as “Earbuds”). Your use of the Earbuds, the Software Suite, the Website and Services provided by IDUN including any related spare parts or individually prepared products are subject to the terms and conditions set forth in these IDUN Technologies General Terms & Conditions ("General Terms & Conditions").
    • We reserve the right to, without any notice, explanation or liability and in our sole discretion, 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 pages) especially in the case that you violate our AUP and use our products and services outside of the intended use cases.
    • We reserve the right to change, modify, suspend or discontinue any portion of the IDUN Guardian, our website or any other products, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
    • You accept all of these General Terms & Conditions and you agree that these General Terms & Conditions create a legally binding contract between you and IDUN Technologies AG, Alpenstrasse. 3, 8152 Glattpark (Opfikon), Switzerland.
    • IDUN does not accept any general terms and conditions of You, and their applicability to the Agreement is excluded, even if IDUN does not expressly object to such terms and conditions.
    • "You" or "Your" means the individual accepting these General Terms & Conditions or the company or other legal entity for which such individual is accepting these General Terms & Conditions in accordance with the following requirements. If you are agreeing to be bound by these General Terms & Conditions on behalf of a company or other legal entity, e.g., your employer, you represent and warrants that you have full legal authority to bind that company or other legal entity to these General Terms & Conditions. If you do not have such authority, you may not accept these General Terms & Conditions or access or use the IDUN Guardian or Website on behalf of the company or other legal entity.

 

  1. YOUR ACCOUNT
    • By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for the IDUN Guardian to be used successfully and using our website and/or Software Suite, you agree and acknowledge that:
      1. you are at least 18 years of age and not a minor in your country of residence or have verifiable parental consent to use our services.
      2. you have read the terms set out in these Terms and agree to be bound by and comply with them; and
      3. you shall ensure that all Users of your Account abide by these Terms.
    • You are responsible for maintaining the confidentiality of your Account and you are responsible for 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. 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.
  2. LICENSE
    • Subject to your payment obligations or free of charge access, we grant you, unless specifically agreed in writing, a worldwide, revocable, non-exclusive, non-transferable and non-assignable license to use access and to use our website and IDUN Guardian on these Terms and for research purpose only.
    • The license is granted for the sole and exclusive purpose of enabling you to use the IDUN Guardian for your internal purposes and distribution only to the exclusion of any other purpose.
    • For certainty, our IDUN Guardian is licensed and not sold. Except as expressly set forth in this Agreement or otherwise in writing by us, you do not acquire any right, title or license in or to the IDUN Guardian or any data, software, content, applications or materials accessed or incorporated into the IDUN Guardian.
  1. LICENSES RESTRICTION
    • IDUN reserves all rights not expressly granted under this Agreement. Except as this Agreement permits, you will not sell, rent, license, lend, or otherwise transfer the IDUN Guardian and Licensed Materials to any Affiliates or any third party. “Affiliate” means, with respect to you, any entity that directly or indirectly controls, is controlled by, or is under common control with you. 
    • You shall not, and shall not permit anyone to (i) copy or otherwise reproduce the IDUN Guardian and Licensed Materials; (ii) make the IDUN Guardian and Licensed Materials available to anyone other than employees, colleagues, research / study participants; (iii) modify, adapt, create derivative works of, reverse engineer, decompile, disassemble or otherwise interfere with the IDUN Guardian and Licensed Materials; (v) access or use the IDUN Guardian and Licensed Materials to provide services to third parties without a commercial agreement with IDUN; or (vi) access the IDUN Guardian and Licensed Materials in order to build a similar product that would violate IDUN's IP. 
    • You shall not use the data generated through the IDUN Guardian for any purposes that are violating our Acceptable Use Policy.
    • This license ends as stated in the Term and Cancellation Section and requires the return to IDUN of the IDUN Guardian and Licensed Materials in its entire form and in the same condition as received by you, except for usual wear and tear. 
  1. SHIPPING
    • IDUN will arrange for the hardware components of the IDUN Guardian 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 unloading by you at the named place of destination.
    • 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 country IDUN needs to ship to. IDUN will invoice you for this flat transportation fee during the check-out process. IDUN is not paying for any importation tax.
    • IDUN might have to extend the delivery deadline in case of stock rupture and will inform you so.
    • IDUN will ship or deliver the IDUN Guardian to you AFTER payment of the first subscription month (or agreed upon) and shipping.
  2. FEES, PAYMENTS AND CANCELLATION
    • We provide Monthly Subscription or Lifetime Access via a one-time payment.
    • We might provide a specifically tailored Subscription for you, such as but not exclusively, 6 months or yearly Subscription to be paid in full in advance.
    • Access for any Subscription is provided on a per-device basis or as agreed upon with you in a separate commercial agreement.
    • The Monthly Subscription is a prepaid subscription service with monthly (30 days) payments. Tailored Subscription periods are a prepaid subscription service. Except to the extent otherwise set forth, the subscription automatically renews at the end of the paid period unless explicitly canceled before the start of the new billing period.
    • The Monthly Subscription is due every 30 days starting from the date of delivery of the IDUN Guardian to you.
    • The Lifetime Access and the tailored Subscription payment are due immediately after placing the order.
    • Any Fees due in relation to your Account 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 and/or our website 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 subscription will constitute acceptance of the amended Fees.
    • You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.
    • All payments shall be made by using the payment methods specified by us. 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.
    • 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.
    • Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees.
    • If you wish to cancel your subscription, you
      1. must notify us via email to sales@iduntechnologies.com within 7-days of the end of the monthly cycle.
      2. may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.
      3. must at your expense return the device to our offices and failure to return the device within 14 days of termination of your subscription will result in us invoicing you the full price of the device at the then current price of the device.

 

  1. 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.
    • We might gather data about you in form of tickets, notes and personal data in order to provide the service and follow-up. We will make sure to separate this data from any EEG data generated by you.
    • We have no obligation to provide any support:
      1. for anything other than our website and the IDUN Guardian;
      2. if you or a third party has altered or modified any portion of the IDUN Guardian;
      3. if you have not used the IDUN Guardian in accordance with the documentation or instructions provided by us;
      4. to anyone other than you.
    • IDUN will respond during office hours (9 am to 5 pm CET, mon-fri, excluding public holidays in ZH Switzerland) and within 72 hours for contacts concerning technical support made by you during these office hours. If the response time exceeds 72 hours, we will present 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$/hour for technical support that exceeds the included support in your license pricing model or that goes beyond technical support to use the IDUN Guardian as is. IDUN will always inform you of any incurring costs before providing the support.

 

  1. INTELLECTUAL PROPERTY (“IP”)
    • IDUN retains all rights to the IDUN Guardian, Website, Services and any product developed specifically for you. IDUN or 3rd parties own the IDUN Guardian Earbuds, the IDUN Guardian Software Suite, Website and any products made specifically for you, including all worldwide right, title, and interest, including all intellectual property and other proprietary rights, as well as all usage and other data generated or collected in connection with the use of the IDUN Guardian, and Website. The IDUN Guardian, Software Suite, Service and Website are protected by Swiss law and international treaty provisions. You may only use the IDUN Guardian and Website as provided by IDUN.
  • Use restrictions: Except as expressly set forth in these General Terms & Conditions, You may not and agree not to in whole or in part copy, reproduce, translate, disassemble, reverse engineer, decompile, modify, alter, adapt, translate, distribute, copy, transmit, publish, or edit, or create derivative works of the IDUN Guardian or otherwise make any unauthorized use of the IDUN Guardian. 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. 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, or use the IDUN Guardian in a manner that could cause damage to the IDUN Guardian, or impairment of the availability or accessibility of the IDUN Guardian. You may not use the IDUN Guardian in any manner that IDUN determines, in its sole discretion, could damage, disable, overburden, or impair the IDUN Guardian or interfere with any other party's use of the IDUN Guardian. 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.
  • IDUN GUARDIAN and DRYODE are a registered trademark owned by IDUN. 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.

 

  • Background IP: No intellectual property rights or know-how shall be transferred to You upon the purchase of the IDUN Guardian any services or personalized product made available to you by IDUN. 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, IDUN's products, IDUN's confidential information, by IDUN or You alone, or jointly by IDUN and You ("Enhancements"). You will promptly disclose in writing any Enhancements to IDUN, and hereby assign all right, title and interest in and to any such Enhancements to IDUN. At IDUN’s request and expenses, 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.
  • Sole IP: Other than Enhancements, each party shall own all right, title, and interest in any intellectual property developed, invented, discovered, reduced to practice, or created solely by or on behalf of such party under this Agreement ("Sole IP").

 

  1. IDUN Guardian DATA
    • The IDUN Guardian data is defined as any data IDUN is collecting through the IDUN Guardian Earbuds, the Software Suite or any Services or personalized product developed by IDUN for you. This includes electroencephalography (“EEG”), inertial movement unit (“IMU”), metadata, account login information, any information that you voluntarily share with us, usage statistics and which product you use.
    • You retain ownership of the data collected, stored, and analyzed. You hereby grant IDUN a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual license to:
      1. use, reproduce, display, transmit, and prepare derivative works of Your data for purposes of providing the IDUN Guardian to You, for so long as You maintain Your IDUN Guardian user account.
      2. distribute Your data to 3rd parties to whom You authorize such distribution, including 3rd parties who operate research and other studies or programs.
      3. use, reproduce, display, transmit, distribute, perform, and otherwise exploit Your data, with the right to grant sublicenses, in any media formats and through any media channels where it is aggregated with data relating to other Service users such that You are not personally identified or identifiable; and
      4. use, reproduce, display, transmit, distribute, perform, and otherwise exploit Your data for scientific purposes. IDUN is the owner of all information, derivative metrics and data it adds to Your data, such as event timing markers and translational and/or predictive algorithms.
    • 3rd party programs: The IDUN Guardian may facilitate Your participation (at Your option) in research and other studies or programs relating to your data conducted by 3rd parties, such as Your employer or the person or entity conducting research, study or program. If You choose to participate, IDUN will disclose your personal data & information, including Your scan data relating to Your participation, to the applicable 3rd party. 3rd parties may offer You compensation in connection with Your participation. You acknowledge and agree that IDUN only facilitates the transfer of information to You about the 3rd parties' research, studies, or programs, the transfer of Your personal data & information to the 3rd parties, and the payment of compensation between You and the 3rd parties, and that IDUN does not conduct the research, studies, or programs or control the actions of the 3rd parties, IDUN itself is not liable for any payments and IDUN has no liability to You relating to Your participation. 3rd party research, studies, and programs may be subject to additional terms and conditions required by the 3rd party. IDUN recommends that You review and ensure You agree with any such terms and conditions before participating.
    • 3rd Party Software: "3rd Party Software" means software developed by a 3rd 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. If You access any 3rd Party Software, You hereby authorize IDUN to share all or certain portions of Your personal data & information, including scan data, with the applicable 3rd Party Software provider based on the terms and conditions of IDUN's license agreement with that 3rd Party Software provider. In the event the 3rd Party Software provider fails to comply with any terms and conditions of the license agreement, IDUN has the right to cease sharing Your personal data & information with such 3rd Party Software provider, which may prevent the 3rd Party Software from functioning properly.
    • 3rd party personal data & information: The Service may allow You to provide IDUN with scan data and other personal data and non-personal information of 3rd parties, such as that of Your employees, friends and research or study participants. You represent and warrant to IDUN that You have obtained the informed written consent of such 3rd parties to:
      • provide this 3rd party personal data & information to IDUN; and allow IDUN to use and disclose this 3rd party personal data & information to You and others in the same manner as Your personal data & information under these General Terms & Conditions. You further represent and warrant to IDUN that You provide appropriate safeguards and enforceable rights and effective legal remedies for such 3rd parties who have provided You or IDUN with personal data and other information.

 

  1. PRODUCT SPECIFICATIONS

The information and illustrations contained in brochures or other documents 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 Guardian Earbuds and the Software Suite are as described in the product specifications in the docs section of the website or as an add on to your contract if any specific solution has been developed for you.

 

  1. QUALITY & WARRANTY
    • IDUN solely warrants that the IDUN Guardian has the agreed product specifications according to the specifications sheet and docs section on the Website at the time of transfer of risk, and subject to Your usage of the IDUN Guardian Earbuds with the Software Suite.
    • The IDUN Guardian is used as specified in the docs section of the Website. The warranty period for the IDUN Guardian holds as long as your Subscription is active and there are no open payments. For the lifetime access, the warranty period is 6 months.
    • You are obliged to check the IDUN Guardian Earbuds immediately and carefully upon receipt without using it. During the Warranty Period, any complaints are to be reported to IDUN by e-mail to support@iduntechnologies.com with a detailed description of any defects immediately upon their detection.
    • IDUN shall remedy defects at its own discretion by eliminating the defect free of charge for You or by delivering a defect-free item as a replacement. Further warranty claims (in particular any compensation for damages) are excluded. Defects or malfunctions that are due to a faulty handling, excessive use, use not in compliance with the instruction manual of the IDUN Guardian or if You have used the IDUN Guardian in combination with additional 3rd party hardware or 3rd Party Software without prior written consent of IDUN are excluded from this warranty. Also excluded are regular wear and tear of the IDUN Guardian Earbuds.
    • for any problems and/or damages not covered by the warranty according to these General Terms & Conditions, if any, IDUN undertakes to provide spare parts (at cost plus transportation and customs expenses) and technical support by a trained technician (at an hourly rate of CHF 250.00 plus taxes, if applicable, and full coverage of all travel/accommodation costs and expenses) for at least 12 months after the date of the delivery;
    • with regard to the IDUN Guardian, you acknowledge that IDUN might not be able to replace the spare parts as is and might deliver the newest generation of the product / product parts instead.
    • With regard to the Software Suite, You acknowledge that complex software is never wholly free from defects, errors and bugs, and IDUN gives no warranty or representation that the product will be wholly free from such defects, errors and bugs and that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, IDUN gives no warranty or representation that the Software Suite will be entirely secure.
    • With regard to the Software Suite, You acknowledge that IDUN might terminate certain features or products at any time without your consent.

 

  1. PRODUCT SAFETY
    • You are responsible for ensuring that any use of the IDUN Guardian Earbuds and the Software Suite occurs in line with IDUN's instruction as found on the docs section on the website (https://iduntechnologies.com/docs/).
    • Before each use, You shall inspect the Earbuds and the Software for any defects or possible security risks. You shall immediately forward feedback, complaints or claims from users to IDUN without any delay, if these relate to a production error or the safety of the Earbuds or the Software. You shall immediately forward possible production defects or safety risks detected within the scope of Your inspections to IDUN in writing.
    • You shall immediately inform IDUN in each case about any communication relating to Earbuds and the Software with competent authorities, including any changes to regulations in the area of product safety and liability.
    • You shall fully cooperate with IDUN with respect to measures taken by IDUN or competent authorities in the area of product safety (e.g., recall) and to participate in corresponding measures.

 

  1. LIMITATION OF LIABILITY
    • 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.
    • For all other cases, except as otherwise set forth in these General Terms & Conditions and the Agreement, any liability is hereby excluded to the utmost extent permitted by law.
    • We are not liable for the completeness, accuracy or correctness of any content and information and any related content. You expressly agree that your use of the Services and our website, including reliance on any content and information, is at your sole risk.
    • You agree not to use the Services, our website and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our website or any other website or software) for:
      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss or corruption of data or information;
      5. loss of business opportunity, goodwill or reputation; or
      6. any other indirect or consequential loss or damage.
    • Nothing in these Terms shall limit or exclude our liability for:
      1. death or personal injury resulting from our negligence;
      2. fraud; and/or
      3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
    • Our website and Services are not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
    • These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services, of the IDUN Guardian, of the Software Suite 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.
  1. CONFIDENTIALITY
    • You agree to keep any IDUN Confidential Information strictly confidential. "IDUN Confidential Information" means any data or information, whether oral, written, graphic, machine readable or otherwise intangible, that is proprietary to IDUN, whenever and however disclosed, including, but not limited to:
      • 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;
      • products, plans for products or services, agreements with third parties, and customer or supplier lists;
      • any scientific or technical information, inventions, designs, processes, procedures, formulas, algorithms, improvements, technologies or methods;
      • 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
      • any other information provided by IDUN to You that is reasonably recognizable 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 shall make Your directors, officers, employees, agents, partners, clients, contractors, local operators, other users, visitors, guests etc. strictly respect IDUN's Confidential Information.

16.IDUN TECHNOLOGIES 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 ([insert link]). 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 the Guardian, Earbuds or the Software Suite, Service and Website. The Data Privacy & Security Policy, as it may be updated by IDUN from time to time, is incorporated into these General Terms & Conditions.

 

17.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.

 

18.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 in 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.

  1. TERMINATION.

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, discontinuing all use of the Website and returning the IDUN Guardian Earbuds for the monthly licenses model. IDUN, in its sole discretion, and for any or no reason, may terminate these General Terms & Conditions, Your user account, all or any part of Your use of the Service, and/or Your access to the Website and to the Software Suite IDUN may do so without prior notice, and IDUN will not be liable to You or any 3rd party for doing so. IDUN may also, in its sole discretion, and at any time and for any or no reason, discontinue providing all or any part of the Service, Software or Website, with or without prior notice, and IDUN will not be liable to You or any 3rd party for doing so. Upon termination of these General Terms & Conditions, You agree to delete all copies of the Software in Your possession or control. Sections 9 ("Intellectual Property"), 10 ("IDUN Guardian DATA"), 17 ("Communications") and 18("Community forums & discussion groups") shall survive the termination of these General Terms & Conditions.

 

  1. OTHER IMPORTANT TERMS
    • We may transfer our rights and obligations under these Terms to another organization, but this 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.
    • No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
    • These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
    • If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    • Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    • These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of Switzerland. 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.
    • IDUN reserves the right to modify these General Terms & Conditions. IDUN will post the most current version of these General Terms & Conditions on the Website. If IDUN makes material changes to these General Terms & Conditions , IDUN will notify You. If You do not accept the changes, You must stop using the IDUN Guardian, Earbuds, Software Suite or Website and cancel Your account by e-mailing IDUN at support@iduntechnologies.com. Your continued use of the IDUN Guardian, Earbuds,Software Suite or Website after IDUN publishes or sends a notice about changes to these General Terms & Conditions means that You are consenting to the updated General Terms & Conditions.
    • If you do not agree to parts or all of these General Terms & Conditions, do not i) install or use all or any portion of the IDUN Guardian, the product developed specifically for you or the Website.