Terms of Use

SleepWell - TERMS OF USE

Last update: October 28, 2019

Welcome and thank you for your interest in SleepWell! You are reviewing these Terms of Use because you use or have purchased, or are considering purchasing or using, the SleepWell Services (the “SleepWell Services”), other electronic devices (the “SleepWell Product”) to be used with the SleepWell mobile application (the “Mobile App”) and related website at sleepwell.ai (the “Website”) (collectively referred to as the “SleepWell System” or “System”).

THESE TERMS OF USE ARE A LEGAL AGREEMENT BETWEEN YOU AND SLEEPWELL. PLEASE READ THEM THROUGH CAREFULLY BEFORE USING ANY SLEEPWELL SYSTEM. By using the SleepWell System you signify your agreement to these Terms of Use (the “Terms of Use”). Please read these Terms carefully before accepting, and/or before downloading or installing or using the SleepWell System. By clicking on the “I accept” (or similar consent) button or downloading, installing or using all or any portion of the System, you are accepting all of the Terms and conditions of this agreement. If you do not agree to all of these terms and conditions, do not click to accept or otherwise download, install or use the System.

The SleepWell System has been developed and is owned by SleepWell which is referred to as SleepWell, “we”, “us” or “our” in these Terms of Use. You are referred to as “you” or “your” in these Terms of Use.

Subscription Terms, Fees, and Payment.

There are several variations/packages of the System that you may subscribe to, which may differ by their term, scope of service, price etc. SleepWell is entitled to change, modify, amend and recreate the System, without prior notice. You shall pay all fees upon purchase of the System or any portion thereof. All payments are non-refundable. You shall be responsible for all taxes, withholdings, duties and levies arising from your purchase of the System. SleepWell reserves the right to modify the fees at any time, without prior notice; however, such new prices shall not apply for purchases made before the price change.

In addition to other remedies available to it, SleepWell expressly reserves the right to suspend or terminate services provided to you and notify you of such termination or suspension in the event you fail to pay the Fees in a timely manner. You further agree and acknowledge that SleepWell has no obligation to retain your personal information and that it may be deleted if your service has terminated or expired.

Support and Questions

If you have any questions about the installation or use of the SleepWell System or have technical difficulties, you may e-mail us at founders@moonshotbrew.com

Changes to Services and Terms

We may change or discontinue, in whole or in part, the SleepWell System at any time without notice. You acknowledge that SleepWell is not liable to you or to any third party for any such action, and SleepWell is not responsible for any associated loss or damage of data.

We may modify these Terms of Use from time to time. The most current Terms of Use will be available on the SleepWell home page and the date of the latest update is indicated at the top of these Terms of Use. We may communicate major changes with a special notice on the SleepWell System or by email. You accept such modified Terms of Use by continuing to use of the SleepWell System.

Requirements for Use of the SleepWell System

You represent and warrant that you are aged 18 years or older and have the legal authority to accept these Terms of Use on your own behalf or any party you represent. Please also refer to the Precautions in these Terms of Use.

The full SleepWell experience requires the SleepWell Product, Internet access to the Mobile App and Website, and other required software (if any). Periodic updates to any of these elements may be required for improved performance, and the performance of the whole may be affected by the performance of any of these elements. You are responsible for obtaining your own Internet access and mobile device to access the SleepWell System.

Precautions

Please note that the SleepWell System are not intended to diagnose, treat, cure, or prevent any disease or medical condition. The information and guidance in the SleepWell System are there for informational purposes only and cannot replace the services of health professionals or physicians. You should always consult a physician before making any changes to your sleep or activity based on information or guidance of the SleepWell System, or if you have any questions regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on or through the SleepWell System. We are not responsible for any health problems that may result from information or guidance you learn about through the SleepWell System. If you make any change to your sleep or activity based on the SleepWell System, you agree that you do so fully at your own risk. It is important to be sensitive to your body’s responses. For example, if you feel unexpected, repeating or long-term pain, fatigue or discomfort due to having made changes to your sleep or activity, it is recommended that you consult a physician before continuing with such changes. The information and guidance in the SleepWell System may be misleading if your physiological functions and responses differ from population averages due to medical conditions or rare natural differences.

Corporate Contact Info

Mailing Address: 509B Potrero Ave, San Francisco, CA 94110

Phone: (612) 470-2629 (Please note calls to this number cannot reach customer service. For questions on support, orders, returns or product information, please email us founders@moonshotrew.com to more quickly have your needs handled).

Privacy Policy

The SleepWell System is subject to the SleepWell Privacy Policy, which can be found at sleepwell.ai/privacy-policy

Limited License and Ownership of the SleepWell System

You are hereby granted a non-exclusive, revocable and nontransferable license to use the SleepWell System in accordance with these Terms of Use.

SleepWell or its licensors own all title and rights to the SleepWell System, including, but is not limited, to all copyrights, trademarks, know-how and other intellectual property rights included therein. You may not reproduce (whether by linking, framing or any other method), transfer, distribute, store, modify, decompile, disassemble, or create derivative works of, publicly display, or commercially exploit any part of the SleepWell System except as necessary to display, download or print (without modification) for your own non-commercial use. All rights in the SleepWell System not expressly granted to you by SleepWell are retained by SleepWell and its licensors. Violation of any of these Terms of Use gives SleepWell sole discretion to refuse or terminate access to the SleepWell System effective immediately. In such an event you are obliged to immediately destroy any copies you have made of any portion of the SleepWell System.

You may propose to SleepWell modifications or improvements to all or any part of the SleepWell System. By choosing to disclose such proposal to SleepWell, you hereby grant SleepWell all title and ownership and intellectual property rights to such proposal.

Restrictions on Use and License

You agree not to, or attempt to (or permit other third parties to): (i) decipher, reverse engineer, de-compile, disassemble or otherwise disintegrate or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the System, by any means whatsoever; (ii) copy, adapt, translate, modify, change, create any derivative work of the System or any portion thereof; (iii) remove any copyright or other proprietary notices from the System or any part thereof; (iv) test the System or use the System in connection with any benchmark tests, evaluation or any other tests of which the results are designated or likely to be published in any form or media or otherwise made available to the public, without SleepWell’s prior written approval; (v) disclose your user name and password to others or allow anyone other than you, directly or indirectly, to use the System with your user name and password; (vi) make copies of the System or any portions thereof; or (vii) use the System in a manner that is not in compliance with SleepWell’s specific instructions. You are aware and agree that SleepWell is entitled, at its sole discretion, and without prior notice, to restrict and/or block your use of the System, in the event that your use of the System or the Website does not comply with the provisions of these Terms, without any remedy to you.

Indemnity

You agree to defend, indemnify and hold SleepWell and its partners, affiliates, service providers, licensors, officers, directors, employees and agents harmless from and against any claims, actions or demands, including but not limited to reasonable legal and accounting fees, alleging or resulting from: (a) your violation of these Terms of Use; or (b) your violation of SleepWell’s intellectual property rights, any third party rights or any applicable law when using the SleepWell System.

Local Law and Export Control

In relation to your purchase and use of the SleepWell Systmen, you agree to comply with the laws of your local jurisdiction as well as with any export restrictions of the United States and certain other countries on products or information.

Third Party Services

To increase value to our users, we may provide links or references to third party websites, services, or products within the SleepWell System. We have no control of such websites or services and do not assume any responsibility or liability for any damage or loss of any kind for or due to their content, functionality, or practices. If you decide to access these third-party websites or services, you do so at your own risk. SleepWell suggests that before using these third-party websites or services you read their terms of use and privacy policies (if any).

Content and Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY FOR THE SLEEPWELL PRODUCT SET FORTH BELOW, THE SLEEPWELL SYSTEM ARE PROVIDED BY SLEEPWELL AND ITS AFFILIATES “AS IS.”

NEITHER SLEEPWELL NOR ITS PARTNERS, SUPPLIERS, OR AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SLEEPWELL SYSTEM (INCLUDING THE SLEEPWELL PRODUCTS), ITS CONTENTS, OR ANY INFORMATION MADE AVAILABLE BY OR THROUGH THE SLEEPWELL SYSTEM. IN ADDITION, SLEEPWELL AND ITS PARTNERS, SUPPLIERS AND AFFILIATES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SLEEPWELL SYSTEM (INCLUDING THE SLEEPWELL PRODUCTS), EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHERMORE, SLEEPWELL DOES NOT WARRANT THAT USE OF THE SLEEPWELL SYSTEM WILL BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SLEEPWELL SYSTEM INCLUDING ANY SLEEPWELL PRODUCT) ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS.

LIMITED WARRANTY FOR THE SLEEPWELL PRODUCT, FOR EXAMPLE, SLEEPWELL TRACKERS. SLEEPWELL WARRANTS TO THE ORIGINAL END USER PURCHASER THAT THE SLEEPWELL PRODUCT IS FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR TWO (2) YEARS FROM THE DATE OF PURCHASE.

If your local law in effect at the time of purchase requires a warranty period longer than two (2) years, this warranty shall be extended to the extent required by such law. Within the warranty period, SleepWell shall repair or replace at no charge to you any components of the SleepWell Product that fail the limited warranty provided. You shall be responsible for any related transportation charges. Replacement products may be new or refurbished at our discretion. This limited warranty does not apply to (i) normal wear and tear, including scratches and dents; (ii) consumable parts included in the SleepWell Product, such as batteries, unless product damage has occurred due to a defect in materials or workmanship; (iii) damage resulting from your failure to use the SleepWell Product in accordance with the instructions accompanying the SleepWell Product or available at the Website; (iv) damage resulting from an accident, flood, fire, misuse, or abuse; (v) damage resulting from service performed, or damage resulting from tampering or alterations to the SleepWell Product, by anyone not authorized by SleepWell; or (vi) use of the SleepWell Product with any other application or software than the Mobile App.

SleepWell retains the exclusive right to repair or replace the SleepWell Product, or offer a full refund, at its sole discretion. Such remedy shall be your sole and exclusive remedy for any breach of warranty. Warranty repairs and replacements have a new warranty which is the longer of ninety (90) days or the balance of the original two-year warranty.

SleepWell retains the exclusive right to offer a full refund on the SleepWell System subscription (Setup fees not included), at its sole discretion. Such remedy shall be your sole and exclusive remedy for any breach of warranty. Warranty repairs and replacements have a new warranty which is the longer of ninety (90) days.

Disclaimers and Limitations

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO WARRANTY OF ANY KIND WITH RESPECT TO THIRD-PARTY PRODUCTS AND SERVICES, AND THIRD PARTY INFORMATION, IS PROVIDED BY SLEEPWELL, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS AND AFFILIATES (“SLEEPWELL INDEMNITIES”), HEREUNDER ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT THERETO, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT.

SLEEPWELL MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SYSTEM, AND/OR THE WEBSITE, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE AND/OR REGARDING ANY RESULTS AND OUTCOMES OF THE USE THEREOF. SLEEPWELL DOES NOT WARRANT THAT YOUR USE OF THE SYSTEM OR THE SYSTEM WILL BE UNINTERRUPTED, ERROR FREE, OR THAT IT SHALL FIT YOUR INTENDED USE OR PROVIDE YOU ANY BENEFIT.

SLEEPWELL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, MALFUNCTIONS AND THE LIKE, OR INACCURACIES OF THIRD PARTY PRODUCTS OR SERVICES, (II) PERSONAL INJURY, ANY HEALTH CONDITION, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SYSTEM OR WEBSITE (III) ANY UNAUTHORIZED ACCESS TO OR USE OF SLEEPWELL’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY OR YOU.

SLEEPWELL DENIES ANY WARRANTY OR ANY GUARANTEE WITH RESPECT TO THE RELIANCE UPON THE SYSTEM AND ANY INFORMATION PROVIDED TO YOU AS PART OF THE SERVICES THERE UNDER THE USE OF THE SYSTEM IS FOR GENERAL INDICATIVE PURPOSES AND IT IS NOT INTENDED TO PROVIDE ANY MEDICAL DIAGNOSIS, OR TO SERVE AS AN AID FOR MEDICAL DIAGNOSIS, OR TO PROVIDE ANY MEDICAL ADVICE, OR TO RECOMMEND ON ANY TREATMENT OR OTHER MEDICAL PROCEDURE. ANY INFORMATION PROVIDED TO YOU THROUGH THE SERVICES, EVEN IF IN THE FORM OF ADVICE OR RECOMMENDATION, SHOULD NOT BE REGARDED AS MEDICAL OR OTHERWISE QUALIFIED ADVICE, AND YOU SHOULD IN ANY CASE CONSULT WITH A QUALIFIED PHYSICIAN OR OTHER PROFESSIONAL CONSULTANT AS THE CASE MAY BE. IN NO EVENT SHALL THE INFORMATION GENERATED BY THE SYSTEM SUBSTITUTE MEDICAL DIAGNOSIS AND TREATMENT MADE BY CERTIFIED AND QUALIFIED, ACCORDING TO APPLICABLE LAW, PROFESSIONALS. NEITHER SLEEPWELL NOR ANY SLEEPWELL INDEMNITIES SHALL BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES CAUSED TO YOU DUE TO RELIANCE ON THE SYSTEM AND ANY SERVICES PROVIDED THERE UNDER OR DUE TO ANY MEDICAL DIAGNOSIS OR TREATMENT MADE OR PROVIDED TO YOU BASED ON THE INFORMATION GENERATED FROM THE SYSTEM. ANY USE OR RELIANCE ON THE INFORMATION GENERATED BY THE SYSTEM IS MADE AT YOUR OWN RISK AND YOU HEREBY RELEASE SLEEPWELL FROM ANY WARRANTY OR LIABILITY THERETO.

SLEEPWELL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SYSTEM OR THE WEBSITE. SLEEPWELL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR OR IN ANY WAY LIABLE IN CONNECTION WITH ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PRODUCTS OR SERVICES PROVIDERS. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Limitation of Liability

YOU HEREBY AGREE THAT IN NO EVENT SHALL SLEEPWELL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SYSTEM, EVEN IF SLEEPWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND SLEEPWELL.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SLEEPWELL BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT SLEEPWELL RECEIVED FROM YOU AS PAYMENT FOR THE SYSTEM. YOU ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, AND THAT SLEEPWELL WOULD NOT PROVIDE YOU WITH LICENSE TO USE THE SYSTEM EXCEPT UNDER THE TERMS OF THIS AGREEMENT. IN SOME LOCATIONS APPLICABLE LAW MAY NOT ALLOW CERTAIN OF THE LIMITATIONS DESCRIBED ABOVE, IN WHICH CASE SUCH LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT ALLOWED BY SUCH APPLICABLE LAW

Trademarks and Patents

SleepWell logo, and SleepWell are trademarks or registered trademarks of Moonshot Brewing Holdings, INC. Patented and patents pending. © Moonshot Brewing Holdings, INC (SleepWell) 2019. All rights reserved. You are not granted, by implication or otherwise, any license or right to use any marks appearing on the SleepWell System. One or more patents owned by Moonshot Brewing Holdings, INC (or patents licensed from third parties) apply to the SleepWell Products and to the features and services accessible via the SleepWell System maintained by SleepWell.

Governing Law and Disputes

This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of San Francisco County, State of California, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.

Marketing

Customer hereby grants SleepWell the right to identify Customer as a SleepWell Customer, and use Customer’s name, mark and/or logo on SleepWell’s website and/or in SleepWell’s marketing materials in connection with the Customer’s use of the System.

General

English language shall govern all documents, notices, and interpretations of these Terms of Use. Relevant Sections, including but not limited to Sections titled Precautions, Indemnity, Content and Warranty Disclaimer, Limitation of Liability and Governing Law and Disputes shall survive and remain in effect after your license to use the SleepWell System has terminated for any or no reason.

SleepWell’s failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision unless acknowledged and agreed to by SleepWell in writing. These Terms of Use constitute the entire agreement between you and SleepWell with respect to the subject matter herein and supersede any and all prior or contemporaneous oral or written agreements. You may not assign this agreement to any other party and any attempt to do so is void.

SleepWell 509B Potrero Ave, San Francisco, CA 94110

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