App Terms and Conditions

1. Scope #

These terms and conditions ("Terms") apply to the access to, and use of, the Virtusan App ("Virtusan App") and the underlying software, including any features that process data from a connected Virtusan Ring ("Virtusan Ring") or from third-party wearable devices connected via the Company's integration providers, 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. 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.

2. 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.

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.

3. 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 the Virtusan App, in combination with the Virtusan Ring and supporting software.

The Virtusan Ring is a companion device designed for use with the Virtusan App. Certain features of the Virtusan Ring require an active Virtusan App account and, where applicable, an active subscription as described in Section 5.

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 is available on the Platform. Part of the Services may be subject to Subscription Fees.

The Customer may also choose to connect third-party wearable devices or apps (such as a smartwatch or another fitness app) to the Virtusan App. This connection is enabled through a third-party health data integration provider, currently Terra Enabling Developers, Inc. ("Terra"). Use of this functionality is subject to Section 6c below and to the Privacy Policy.

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

4. Medical Device Disclaimer #

5. Subscription Fees and Payment #

via App Store / Google Play

Depending on the Services, and the related subscription plan (if any), the Customer shall pay the applicable fees ("Subscription Fees") through the in-app purchase mechanism offered by the Apple App Store or Google Play Store (each, an "App Store"), as applicable to the Customer's device.

Subscriptions purchased through an App Store are billed, processed, and administered by the applicable App Store in accordance with that App Store's own terms and payment methods, and not directly by the Company. The Company has no access to and does not process the Customer's payment information in connection with such purchases.

Subscriptions automatically renew unless cancelled by the Customer at least 24 hours before the end of the then-current subscription period, in accordance with the applicable App Store's cancellation policies. The Customer can manage or cancel their subscription at any time through their App Store account settings.

Pricing displayed within the App may vary by region and currency, as determined by the applicable App Store. The Company may change Subscription Fees from time to time; any such change will be implemented through the applicable App Store's pricing tools and will take effect in accordance with that App Store's notice and consent requirements.

All refund requests for App Store purchases must be submitted directly to Apple or Google in accordance with their respective refund policies. The Company is not able to process or guarantee refunds for purchases made through an App Store.

Failure to complete payment through the applicable App Store may result in automatic suspension or cancellation of the Customer's subscription by that App Store, in accordance with its own policies.

6. App Store Terms #

This Agreement is between the Customer and the Company only, and not with Apple Inc. or Google LLC ("App Store Providers"). The Company, not the App Store Providers, is solely responsible for the Services and their content.

The App Store Providers have no obligation to furnish any maintenance or support services with respect to the Services.

In the event of any failure of the Services to conform to any applicable warranty, the Customer may notify the applicable App Store Provider, and the App Store Provider will refund the purchase price, if any, for the Services to the Customer; to the maximum extent permitted by applicable law, the App Store Providers will have no other warranty obligation whatsoever with respect to the Services.

The App Store Providers are not responsible for addressing any claims of the Customer or any third party relating to the Services.

The App Store Providers, and their subsidiaries, are third-party beneficiaries of this Agreement, and upon the Customer's acceptance of this Agreement, each App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the Customer as a third-party beneficiary thereof.

6a. Bluetooth / Device Pairing #

The Services require the Customer's mobile device to support Bluetooth connectivity in order to pair and synchronize with the Virtusan Ring. The Company does not guarantee successful pairing or uninterrupted data synchronization where connectivity issues arise from the Customer's device, environment, third-party interference, or other factors outside the Company's reasonable control.

Each Virtusan Ring may only be paired with one Customer account at a time. Pairing the Virtusan Ring with a new account will disconnect it from any previously paired account.

6b. Minimum System Requirements and Forced Updates #

The Services require a minimum operating system version to function properly: iOS 15.6 or later, or Android 7.0 (API level 24) or later. The Company may update these requirements from time to time as new features are introduced.

The Company may require the Customer to update the Virtusan App to the latest available version in order to continue using the Services, including where such updates are necessary for compatibility with the Virtusan Ring's firmware. Continued use of an outdated version of the App may result in limited, degraded, or unavailable functionality, including with respect to the Virtusan Ring.

6c. Third-Party Device Connections #

If the Customer chooses to connect a third-party wearable device or app to the Virtusan App, this connection is enabled through Terra Enabling Developers, Inc. ("Terra"), the Company's health data integration provider. In some cases, Terra may collect data directly from the Customer's wearable device rather than through the device manufacturer's official API.

By connecting a third-party device or app, the Customer acknowledges and agrees to Terra's End User Privacy Policy, which describes how Terra processes the Customer's data as part of enabling this connection. Further detail on the categories of data involved is set out in the Privacy Policy.

The Company does not control, and does not guarantee the continued availability, accuracy, or completeness of, data made available by any third-party wearable device, app, or data provider. The Company may add, remove, or modify supported third-party integrations at any time, including where a third-party provider restricts, suspends, or discontinues access to its data or functionality, without entitling the Customer to any refund, credit, or compensation.

7. 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. 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's continued use of the Services following any amendments indicates acceptance of the changes to the Terms, except that any change requiring the Customer's explicit consent under applicable data protection law — including with respect to wellness, biometric or health-related data — will only take effect once such explicit consent has been obtained from the Customer.

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, the Company will notify the Customers that are directly affected by such changes, where reasonably possible.

If the Customer disagrees with a 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, which the Customer assigns to the Company without any obligation on the Company's part.

8. Rights & Obligations of Customer #

The Customer agrees to use the Services in compliance with the Agreement and all applicable legal obligations. The Customer must cooperate as necessary for performance of the Agreement, provide accurate information, and immediately inform the Company of errors, faults, or suspected misuse.

To the extent the Customer participates in any movement content related to the Services, the Customer represents they are in adequate physical health to perform such activities and should consult a licensed physician before beginning or modifying any exercise program.

The Customer shall not circumvent security protections, use the Services unlawfully, access the Services via automated systems, decompile or reverse-engineer the Services, create derivative works, or make the Services available to third parties without the Company's written permission.

9. 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 ("Initial Term"), automatically renewing for subsequent periods of the same duration ("Subscription Term") unless terminated. Either party may terminate at any time with 30 days' notice for the end of the then-current Subscription Term. Upgrades are possible at any time; downgrades take effect at 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.

In addition to the above, if the Customer has not logged in for 24 consecutive months, the Company will anonymise the personal data associated with the Customer's account. The Company will notify the Customer by email at 30 days and 7 days before anonymisation takes effect, giving the Customer the opportunity to log in and keep the account active. Further details are set out in the Privacy Policy.

10. Intellectual Property #

Except as mentioned explicitly below, each party retains all rights, titles, and interests to its own Intellectual Property Rights. All Intellectual Property Rights in the Services 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 a non-exclusive, worldwide right to access and use aggregated and/or anonymised data generated through use of the Services for the purpose of improving the Services. This does not extend to wellness, biometric or health-related data processed on the basis of the Customer's consent as described in the Privacy Policy, which the Customer may withdraw at any time as set out therein.

The Services may contain open-source components, subject to their respective licences.

11. 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. Wellness, biometric and health-related data is processed only on the basis of the Customer's consent as described in the Privacy Policy, and may be used to show the Customer their personal trends and to generate aggregated or anonymised statistical analysis to improve the Services, as further described therein.

Where the Customer connects a third-party wearable device or app as described in Section 6c, the Customer's consent also extends to the processing of the relevant data by Terra, as described in the Privacy Policy and in Terra's End User Privacy Policy.

12. 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 is excluded to the maximum extent permitted under applicable law.

Neither party may recover from the other any amount for loss of profit, data, or goodwill, or consequential, incidental, indirect, punitive, or special damages, in connection with claims arising out of this Agreement.

The Customer agrees to indemnify and hold the Company harmless against any third-party claim arising from: (i) the Customer's breach of the Agreement or applicable law; (ii) breach of the Customer's representations and warranties; or (iii) the Customer's violation of third-party rights.

13. Warranties & Representations #

The Services are provided "as is" and "as available." The Company makes no warranties beyond those explicitly set out in this Agreement, and does not guarantee uninterrupted, error-free operation.

Without limiting the foregoing, the Company makes no warranty regarding the availability, accuracy, or completeness of data obtained from any third-party wearable device, app, or data provider connected via Terra or any other integration provider, including where such data is affected by a provider's own decision to restrict, block, suspend, throttle, modify, or discontinue access to its data or functionality.

14. Miscellaneous #

Entire Agreement

The Agreement constitutes the entire agreement between the Company and the Customer regarding the App Services, superseding all prior agreements relating to its subject matter. It does not cover the purchase of the Virtusan Ring, which is governed by the separate Terms of Sale.

Changes to Terms

The Company will notify the Customer at least 14 days before changes apply.

Notices

Must be in writing (including e-mail). To the Company: support@virtusan.com. To the Customer: by publishing on the Services.

No Assignment

The Customer may not assign rights, obligations, or claims without the Company's prior consent.

Severability

If any provision is held invalid or unenforceable, the remaining provisions stay in force.

Governing Law & Jurisdiction

Swiss substantive law, excluding conflict-of-law rules and the CISG. The ordinary court at the Company's seat has jurisdiction.

Links

The Company is not responsible for third-party content or websites linked from the Services.