1. Scope

These terms and conditions ("Terms") apply to the access to, and the use of the Virtusan App ("Virtusan App"), the Virtusan Ring ("Virtusan Ring") and the underlying software as well as any related services (together the "Services"), available on https://virtusan.com/ and on the Virtusan App ( together, or as applicable, the "Platform") , offered by Virtusan AG, St. Niklausenstrasse 19, 6005 St. Niklausen, Switzerland ("Company").

To access or use the Services, you ("Customer") have to agree to these Terms. The Customer agrees to these Terms when using the Services. 

These Terms, together with all other referenced documents, form a legally binding agreement ("Agreement") between the Company and the Customer. 

If the Customer does not agree to these Terms, the Customer may not use or access the Services.

The Services are provided exclusively to persons who are at least 18 years of age or majority age in their respective country. Individuals under the applicable majority age may view the audiovisual content displayed in the Services only with the involvement and consent of a parent or legal guardian under that person’s account, subject to this Agreement. The Customer represents and warrants that they are not a person or entity barred from using the Services under the laws of Switzerland, their place of residence, or any other applicable jurisdiction. Accounts registered by bots or automated methods are not authorized and will be terminated.

2. Services and medical device disclaimer

2.1. Description of Services

The Company provides the Customer with access to its Services. The Services enable the Customer to support, monitor, and improve their personal health and wellbeing through the use of digital application, connected devices, and supporting software. 

The Services include, but are not limited to wellbeing related tracking, content, and interactive tools, notably referring to sleep, nutrition, mental and physical fitness. A complete overview of the Services and related features and functionalities, as well as related information is available on the Platform.  Part of the Services may be subject to the payment if the Subscription Fees (as defined below) and to the extent displayed on the Platform. 

The Services may be updated, supplemented or expanded at any time by the Company. This includes the addition of new features or functionalities. This Agreement applies to all current and future offerings made available to the Customer by the Company. 

2.2. Medical device disclaimer 

The Services and any related information and content is for general information purposes only. The Company is not a health care or medical device provider, nor should the Services be considered in any way as medical advice based on an individual’s condition and circumstances. 

The Services and any  related products or content do not constitute any means of, and are not intended for, diagnosing, treating, curing or preventing any disease, pathology, or medical conditions. 

The Services and/or any information otherwise displayed by the Company are not intended to be a substitute for professional medical advice or judgment. The Customer should always consult with a qualified healthcare professional for any health concerns or before making any decisions related to their health or treatment, based on the Services or any related data or content. 

3. Virtusan Ring

3.1. Order and delivery

By placing an order on the Company’s Platform to purchase the Virtusan Ring, the Customer agrees to the order terms as stated on the Company’s Platform, including but not limited to the purchase price and related refund policy. 

Th Customer is solely responsible to  must the correct ring size before purchase. The Company may offer free exchanges to the extent set forth on the Platform, and provided the request is made within 30 days of receipt.

The Company shall deliver the Virtusan Ring to the Customer. Delivery dates mentioned upon order of the Virtusan Ring are for information purposes only and are non-binding. Such non-binding delivery dates may notably be subject to third party delivery services terms and conditions. The Company shall, when reasonably possible, inform the Customer of any update regarding the envisioned delivery date of the Virtusan Ring. The Company shall deliver Virtusan Ring from local distribution centers to the address indicated in the Customer’s order, in the territory where the Company provides the Services and delivers Virtusan Ring, as displayed on the Services. The Customers is solely responsible for any delivery fees and/or taxes and the Company will invoice the fees/taxes at the applicable rate based on the delivery address of the Customer, in accordance with local regulations.

3.2. Purchase price and refund 

The Customer shall pay the purchase price of the Virtusan Ring, and any other agreed-upon fees, in accordance with the payment terms set forth on the Services upon order of the Virtusan Ring. ("Purchase Price"). 

Late payments result in an interest rate of 5% p.a. If not explicitly stated otherwise, all fees are in CHF and exclude VAT or any other applicable taxes.

In case the Customer does not pay the purchase price as agreed between the parties and after notice of non-payment, the Company reserves the right to withdraw from the order and refund any already paid amount to the Customer. 

The Customer may request a full refund of the first payment at any time between the initial pre-order and the full payment of the Purchase Price via the Company's Platform 

3.3. Acceptance and warranty

The Customer shall announce any defects within a 30 days-period from the delivery date or the occurrence of the defect, whichever occurs earlier. Upon expiration of this period, the Virtusan Ring is considered accepted by the Customer. The legal warranty of art. 210 of the Swiss Code of Obligations is reserved.

Warranty related to the Virtusan Ring covers manufacturing defects for one year from delivery date, but excludes damage from misuse or unauthorized modifications. Other than the warranty for manufacturing defects set forth in this Section, the Virtusan Ring and related Services are provided on an “as is” and “as available” basis and any further warranty is excluded by the Company. 

The Customer hereby acknowledges that section 2.2 with regard to the medical disclaimer applies to the Virtusan Ring and to any related Services. 

4. Registration

The Customer may need to register an account to access and use all or part of the Services.

The Customer must provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated. 

The Customer is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The Customer is responsible and liable for activities conducted through their account and must immediately notify the Company if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

The Customer must register or create an account to access and use the Services or part of the Services.

By registering, the Customer hereby represents and warrants that they are legally capable of entering into binding contracts and that their use of the Services does not violate any applicable law or regulation.

5. Payment

5.1. Subscription Fees

Depending on the Services, and the related subscription plan (if any), the Customer shall pay the fees (the "Subscription Fees"), in accordance with the payment terms set forth in the Agreement or displayed on the Company's website or platform and via the payment methods made available by Company.

For the avoidance of doubt, Section 3. applies to the purchase of the Virtusan Ring.

5.2. Payment Terms and Billing

Unless otherwise agreed, all fees are payable in advance, on a monthly or yearly basis (as agreed or otherwise displayed on the Company's website or platform) by the last day of the previous subscription period. Late payments result in an interest rate of 5% p.a.  If not explicitly stated otherwise, all fees are in CHF and excluding VAT or other applicable taxes.

The Company may adjust its subscriptions fees from time to time. Any price changes or changes to the Subscription Fees will apply no earlier than 30 days following notice to the Customer.

In case the Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, Company reserves the right to limit or suspend access to the Services. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period. 

Except where prohibited by law, all fees are non-refundable.

6. Rights & Obligations of Company

The Company will provide the Customer with the Services as agreed in the Agreement.

The Company:

• makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs.

• regularly carries out maintenance or improvements to the Services and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, the Company will inform the Customer about potential interruptions in advance. 

• is permitted and possibly required by law to suspend access to the Services or the Customer's account based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

The Company may amend the Terms, including the applicable fees, from time to time at its sole discretion by publishing an updated version of the Terms on the Company's Platform. Where possible, the Company will electronically notify the Customer of any material changes to the Terms. The Customer should check the Terms regularly and only use the Services upon acceptance of the changes to the Terms. The Customer's continued use of the Services following any amendments indicates acceptance of the changes to the Terms.

The Company constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, the Company will notify the Customers that are directly affected by such changes, and where reasonably possible.

If the Customer disagrees with the material change to the Services or Terms (including changes of the respective fees), the Customer may terminate the Agreement at any time, or for subscription-based Services, for the end of the then-current Subscription Term. Such termination is effective immediately.

The Company reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). The Company may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. The Customer assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to the Company and acknowledges it has no claim in relation to the Feedback.

7. Rights & Obligations of Customer

The Customer agrees to use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located. 

The Customer is obliged to cooperate in the performance of this Agreement to the necessary extent free of charge. The Customer is obliged to provide the Company with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services. Furthermore, the Customer is obliged to inform the Company immediately if errors or faults occur and to support the Company in the analysis and, if necessary, in the elimination of errors and faults to the extent required.

To the extent that the Customer participates in any movement content related to the Services, the Customer represents and warrants that the Customer is in adequate physical health to perform such activities and has no disability or condition that would make such movement dangerous. The Customer should consult a licensed physician prior to beginning or modifying any exercise program that the Customer undertakes. 

If the provision of Services under this Agreement is delayed due to the Customer's failure to comply with his duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.

The Customer must immediately inform the Company of all circumstances within its sphere that might endanger or may be relevant to providing the Services and all misuses or suspicions of misuse of the Services. 

The Customer shall not:

• circumvent or attempt to circumvent any security protection of the Services;

• use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect; 

• access the Services via any automated system or take any action that may impose an unreasonable load on the Company's infrastructure; 

• bypass the measures that the Company may use to prevent or restrict access to or use of the Services. 

The Customer agrees it will not, unless with the Company's prior written permission: 

• try to decompile or reverse engineer the Services or any part of it, or derive the source code; 

• copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services; 

• create derivative works based on the whole or any part of the Services or any content available on the Services.

The Customer may not sell, sublicense, allow access or make the Services or any part of it otherwise available to third-parties.

The Customer is obliged to check their data and information for viruses or other harmful components before entering it and to use state-of-the-art virus protection programs for this purpose.

8. Term & Termination

The Agreement between the parties remains in full force and effect until its termination by either party. 

With regard to subscription-based Services, the Agreement remains in full force and effect for the duration of the term indicated on the Platform for the relevant subscription ("Initial Term"). The Agreement will automatically renew for subsequent periods of the same duration as the Initial Term (including the Initial Term, "Subscription Term"), unless the Agreement is terminated.

For subscription-based Services, either party may terminate at any time by notifying the other party in text form with a notice period of 30 days for the end of the then-current Subscription Term.  Upgrades to higher Services options are possible at any time, downgrades of Services can only be carried out for the end of the then-current Subscription Term. 

For other Services, either party may terminate the Agreement at any time with immediate effect via the Platform.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

9. Intellectual Property

Except as mentioned explicitly below, each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Services or any part of it remain vested in the Company.

The Company hereby grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services in accordance with and for the duration of this Agreement.

The Customer hereby grants the Company an unlimited and non-revocable right to access and use the data generated through the use of the Services for the purpose of improving the Services. 

The Services may contain open-source components. Such components are subject to the respective licence.

10. Privacy

The Company collects and processes personal data as described in its Privacy Policy available at https://virtusan.com/policies/privacy-policy. The Company protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. 

The Customer authorizes the Company to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes.

11. Liability & Indemnity

The Company is fully liable to the Customer for damages resulting from the Company’s gross negligence or wilful misconduct.

In all other cases, the Company’s liability under the Agreement is excluded to the maximum extent permitted under applicable law.

Neither party may recover from the other party, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

The Company will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve. 

The Customer agrees to indemnify, and hold the Company harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer's representations and warranties set forth in the Agreement; (iii) Customer's violation of the rights of a third party.

12. Warranties & Representations

The Customer acknowledges that the Services are provided "as is" and "as available", and the Company makes no warranties or representations of any kind related to the Services or the information and materials contained thereon, unless otherwise explicitly set forth in this Agreement. The Company makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services.  

The Company does not guarantee that the Services are error-free and will function without any interruption or disruption. The Company may at its own discretion carry out maintenance or improvements to the Services and its infrastructure, and the Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, the Company will inform the Customer about potential interruptions in advance. Any further warranty is excluded. 

13. Miscellaneous

Entire Agreement: The Agreement constitutes the entire agreement between the Company and the Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement.

Changes to Terms: The Company may, from time to time, change these Terms. The Company will notify the Customer at least 14 days before such changes apply to the Customer.

Notices: Notices must be given in writing, including e-mail, and need to be communicated:

• To Company's attention: via email to: Accounting@virtusan.com

• To Customer's attention: by publishing on the Services.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of the Company. 

Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect. 

Governing Law & Jurisdiction: These Terms, and all claims or causes of action that may be based upon, arise out of or relate to these Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of the Company has  jurisdiction for all disputes arising from or in connection with the Terms.

Links: The Services may contain third-party content or links to third-party websites. The Company does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.