Terms and Conditions (Founders' Program)

Terms and Conditions of Participation in OVOMIND Founders' Program

1. Scope and Purpose

These Terms and Conditions ("Terms") govern participation in the Founders’ Program ("Program") organized by OVOMIND SA, a company incorporated under the laws of Switzerland with registered offices in Plan-les-Ouates, Geneva, Switzerland ("Company").

The Program is designed to support selected game studios ("Participants") in integrating OVOMIND DK1 emotional gameplay technology into their games. Participants may receive strategic funding, access to global industry network and mentoring from veteran gaming professionals.

2. Eligibility

Participation in the Program is by invitation only and subject to approval by the Company. To be eligible, Participants must:

• Be at least 18 years of age if applying as individuals.

• Be financially independent from major game publishers or corporations.

• Comply with all applicable laws and these Terms.

The Company reserves the right to reject or remove any Participant at its sole discretion.

3. Participation Rights and Responsibilities

Participants shall work with the Company to integrate OVOMIND DK1 technology into at least one commercially released game title ("Integrated Game") developed during the Program. The Integrated Game must:

• Include functional implementation of OVOMIND DK1 features as agreed with the Company.

• Be publicly released within a time frame agreed within the Company, typically within 24 months of joining the Program.

• Display OVOMIND branding and attribution in accordance with the Company’s brand guidelines.

Participants may receive various forms of support, such as financial contributions, services, prototypes devices, exclusive content and networking opportunities. In return, Participants may be expected to:

• Provide feedback on technology performance and user experience.

• Participate in promotional or testimonial activities.

• Respect confidentiality obligations and IP rights as outlined below.

Participation does not constitute an employment, agency, partnership, or any ownership interest in the Company or its affiliates.

4. Confidentiality

Participants agree not to disclose, publish, or otherwise disseminate any confidential information obtained through the Program without the Company’s prior written consent.

"Confidential Information" includes but is not limited to product plans, technical information, marketing strategies, and financial data.

This obligation remains in effect for two (2) years after the Participant’s involvement in the Program ends.

5. Intellectual Property

All intellectual property (IP) independently developed or contributed by either the Company or a Participant shall remain the sole and exclusive property of its originator.

Participants may not copy, alter, disclose, or distribute any materials belonging to the Company or other Participants without prior written authorization.

By submitting feedback, suggestions, or ideas, Participants grant the Company a perpetual, worldwide, royalty-free, and non-exclusive license to use, adapt, and integrate such input into its products or services, without obligation of compensation or attribution.

6. Termination

The Company may suspend or terminate a Participant’s access to the Program at any time, with or without cause.

Participants may withdraw from the Program by providing written notice to the Company.

In the event of termination for cause or unjustified withdrawal, the Company may require the reimbursement of any financial or material support previously provided.

Upon termination, all Program-related materials must be returned or destroyed, and confidentiality and IP clauses of these Terms shall remain in effect.

7. Limitation of Liability

To the fullest extent permitted under Swiss law, the Company disclaims all warranties, express or implied, regarding the Program. The Company shall not be liable for any direct, indirect, incidental, or consequential damages resulting from participation in the Program.

8. Data Protection

Personal data collected in connection with the Program will be processed in accordance with Swiss data protection laws and the Company’s privacy policy.

9. Amendments

The Company reserves the right to amend these Terms at any time. Participants will be notified of material changes, and continued participation constitutes acceptance of the updated Terms.

10. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Switzerland.

Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of Geneva, Switzerland.