Terms of Use

Effective: November 23, 2020

IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE SITE, APPLICATION, SERVICES AND ASSOCIATED SERVICES (COLLECTIVELY, THE "SERVICES") OF SLEEPGLAD, LLC (THE "COMPANY") IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING. THE COMPANY SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE. Please note that use of the Site and Services is also subject to the SleepGlad, LLC’s privacy policy located on the Site and the Company’s Acceptable Use Policy located below. C

Terms of Use

A. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF USE

SleepGlad, LLC (the "Company") maintains this website and application (together the "Site") as a service to its registered users ("Users"). By registering as a User and using the Site or any current or future service(s) provided to you by the Company (collectively the "Services") in accordance with an applicable License and Services Agreement (a "Service Agreement"), you are agreeing to comply with and be bound by the terms and conditions of these Site Terms of Use and any operating rules, policies, regulations, and procedures as they may be modified from time-to-time on the Site (collectively, the "Terms"). The Terms govern your access to and use of the Site, the Services and any information, software, and/or features made available to you. If you are using the Site or Services on behalf of your employer, you represent that you are authorized to accept these Terms on your employer’s behalf. In the case of any violation of the Terms, the Company reserves the right to seek all remedies available by contract, law and in equity for such violations. The Terms apply to all visits to the Site and use of the Services, both now and in the future. If there is a conflict between anything in a Service Agreement and the Terms, the Service Agreement will control. ANY VIOLATION OF THESE TERMS MAY RESULT IN THE SUSPENSION OR TERMINATION OF YOUR SERVICES OR SUCH OTHER ACTION PERMITTED IN ACCORDANCE WITH YOUR APPLICABLE SERVICE AGREEMENT.

Do not use the Site or the Services if you do not agree with these Terms.

In these Terms, “we”, “us” and “our” refer to SleepGlad, LLC (the “Company”), and “you” or “your” refer to you personally (i.e., the individual accessing the Site or the Services) and/or the entity you represent.

When using the Site and certain Services, you will be subject to any additional terms that may be posted from time to time, including, without limitation, our Acceptable Use Policy located herein below and our Privacy Policy and our Cookie Policy and any terms within your applicable Service Agreement. All such additional terms are hereby incorporated by reference into these Terms.

We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time without further notice. If we do this, we will post the changes to these Terms on this or another applicable page and will indicate at the top of the page the date the Terms were last revised. It is your responsibility to periodically check the Site for the current Terms and review any changes so you are aware of any revision to which you are bound. Your continued use of the Site or the Services after any such changes constitutes your acceptance of the new Terms.

GENERAL TERMS

The Site is subject to the laws of the United States and is not intended to subject us to the laws or jurisdiction of any country or territory other than that of the United States.

It is your responsibility to ensure that you comply with all applicable laws and that you have all rights required to use the Site and Services in the locations where you use them and how you use them. You acknowledge that any materials provided to you pursuant to these Terms are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with these laws and regulations, and you acknowledge that you have the responsibility to obtain any licenses to export, re-export, or import as may be required. You represent and warrant that you are not a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring access to or control of items under these Terms, or with which the Company is prohibited from doing business. You further represent that the Site and Services shall not be used for or in connection with nuclear, chemical or biological weapons, weapons of mass destruction, missiles, unmanned aerial vehicles, and/or to support terrorist activities, each in a way that would violate any applicable law, or in any other way that would violate U.S. export controls or economic sanctions laws or regulations.

INTENDED USE: RESTRICTION ON USE BY CHILDREN. The Services are intended for business use and their users’ use. The Site and Services are not intended for use by minors.

ACCESS AND USE OF THE SERVICES

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Services. When you enroll to obtain these Services, you accept the specific terms and conditions applicable to that Service in accordance with the applicable Service Agreement.

You are responsible for obtaining and maintaining and the proper use of any equipment and ancillary services such as, without limitation, video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, and internet and telephone service needed to connect to, access or otherwise use the Site and/or Services. You are also responsible for maintaining the security of such equipment, and any ancillary services.

MODIFICATIONS TO THE SITE

Company reserves the right to amend and modify or discontinue all or part of the Site or Services, temporarily or permanently.

USE OF SERVICES AND YOUR RESPONSIBILITIES.

You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited.

Registration Information and User Data. You may need to provide personal information, such as an email address, and other information (“User Data”) in connection with your use of the Services. You agree that all User Data that you provide to us will be accurate and provided in a manner compliant with all applicable laws. We need certain rights and protections related to this User Data and your use of the Site and/or the Services. Therefore, you acknowledge that (a) The Company and our subcontractors may store, process and retrieve the User Data as explained in the Privacy Policy, (b) Company may transfer User Data and process User Data, and (c) Company and its contractors and business partners may transfer to, store and process User Data in any country where Company or its subcontractors has facilities used in connection with the Services in order to provide the Services to you. You may choose to not provide us with any User Data and not use the Services.

Access to and use of password protected and/or secure areas of the Site is restricted to authorized Users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution. Users are responsible for maintaining security of their username and passwords and agree not to disclose to an unauthorized user. Users are responsible for all use of the Site under their password(s), regardless of whether such use is actually authorized by the User.

Your Content. You agree that You are solely responsible for the content ("Content") sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to Company and that such use does not violate or infringe on any rights of any third party. Under no circumstances will the Company be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. You agree that you must evaluate, and bear all risks associated with, the viewing or use of any Content or materials transmitted or displayed, including any reliance on the accuracy, completeness, or usefulness of such Content. Although Company is not responsible for any Content, Company may delete any Content, at any time without notice to You, if the Company becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services.

Prohibited Use. You agree that You will not use, and will not permit any End User to use, the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts the Company’s networks, Your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of the Company or other users of Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Company's security systems; (ix) use the Services in violation of any Company policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations.

Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with the Company. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.

COMPANY GRANT

You acknowledge and agree that the Company may preserve content and may also disclose content, including Your Content, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to, among other things:

comply with legal process, applicable laws or government requests,

enforce these Terms,

respond to claims that any content violates the rights of third parties, or

protect the rights, property, or personal safety of Company, its users and/or the public.

You grant Company and its contractors a non-exclusive, worldwide, royalty-free, paid-up, transferable right and license to host, cache, copy, store and display Your Content for the purpose of and in conjunction with your use of the Site and/or Services. Company does not claim any ownership rights to Your Content. You acknowledge and agree that Company is not responsible in any manner for Your Content, that you are solely responsible to retain adequate back-ups of Your Content, that you assume all risk associated with Your Content and the transmission of Your Content, and that you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content.

RESPONSIBILITY FOR END USERS.

You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Company policies.

SECURITY MEASURES.

Company will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. We utilize a combination of industry-standard security technologies, procedures, and organizational measures to help protect your information from unauthorized access, use or disclosure. We have implemented formal documented procedures and controls across our organizations.

SOME ADDITIONAL MEASURES TAKEN TO ENSURE SECURITY FOR SITE INCLUDE:

EACH USER IS REQUIRED TO HAVE UNIQUE CREDENTIALS INCLUDING A USERNAME AND PASSWORD TO LOG INTO THE SITE.
USERS' PASSWORDS MUST MEET THE PASSWORD COMPLEXITY AS PRESCRIBED BY COMPANY.
LOGS ARE KEPT OF USER LOGINS INCLUDING BUT NOT LIMITED TO: CURRENT/LAST KNOWN IP ADDRESS, CURRENT/LAST SIGN IN TIME, LAST SIGN OUT TIME, BROWSER TYPE, AND GEOGRAPHIC LOCATION OF CURRENT SESSION.
TWO-FACTOR AUTHENTICATION IS PROVIDED UPON USER OR COMPANY REQUEST.
CLIENT AND SERVER CONNECTIONS ARE ENCRYPTED USING THE TLS 1.2 PROTOCOL OR HIGHER.
PROXIES ON THE DATABASE OR APPLICATION SERVERS ONLY ALLOW SPECIFIC PORTS TO BE ACTIVE.
SERVERS ARE SECURED AGAINST BRUTE-FORCE ATTACKS BY LIMITING THE NUMBER OF LOGIN ATTEMPTS A USER IS ALLOWED TO MAKE.
SERVER ADMINISTRATORS ARE AUTHENTICATED USING SECURE SSH KEYS.
ALL DATA INCLUDING BACKUPS ARE ENCRYPTED USING AES256 BIT ENCRYPTION.
MAIN APPLICATION FILES ARE STORED AND DELIVERED USING SECURE AND PRIVATE APPLICATION CONTAINERS.

ADDITIONAL COMPLIANCE WITH LAWS.

To the extent that any information entered on the Site is Protected Health Information ("PHI") as defined in the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, including the HITECH Act and Omnibus Rule, as each may be amended from time to time (collectively, “HIPAA”), Users will comply with all applicable federal, state and local laws, executive orders, and regulations, including without limitation the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. You hereby warrant you have obtained all consents and/or permissions as required by law to receive, transfer, use or provide any personal information, PHI, and/or other data provided, entered, transferred, stored or received and that your use of the Site will be conducted in accordance with all applicable laws, including but not limited to HIPAA.

You hereby warrant that you have complied with all applicable laws in connection with the conduct of your business and operations using the Site, including compliance with the federal Medicare and Medicaid statutes, 42 U.S.C. ¬§¬§1302a-7, 1320a-7(a), 1320a-7b and 1395nn and the regulations promulgated thereunder and that you will take no action with regard to the Site which could reasonably be expected to result in a violation of such laws.

INTELLECTUAL PROPERTY.

The Company name, trademarks, service marks, logos, trade names, and proprietary words or symbols (collectively the “Company Marks”) are the intellectual property of SleepGlad, LLC. Nothing in these Terms, on the Site, or on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Company Marks without our prior written permission in each instance. All goodwill generated from the use of Company Marks will inure to our exclusive benefit.

All information, content, data, text, graphics, images, videos, documents, software and other materials made available through your use of the Site or the Services (excluding Your Content) (collectively, “Company Content”) is owned, licensed, or otherwise controlled by the Company. Company retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Site, the Services, the Company Content (as applicable), any related and underlying technology, and any derivative works or modifications of any of the foregoing. You acknowledge and agree that you acquire no ownership or other interest (other than the license rights expressly stated herein) in or to the Site, Services or the Company Content.

You acknowledge and agree that any questions, comments, suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Site, the Services, or Company Content (“Feedback”) provided by you to us is non-confidential and does not impose any confidentiality obligations on us. You agree that we are free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

THIRD PARTY WEBSITES & THIRD PARTY PRODUCTS

The Site and/or Services may contain links, add-ins, applications, or other access points that will take you and your information to other websites and resources that are not operated or controlled by Company (“Third Party Sites”). The policies and procedures we described here do not apply to the Third Party Sites. Your access to and use of such Third Party Sites is solely at your own risk and is subject to the terms and conditions of use and privacy policies applicable to such Third Party Sites. When you interact with a Third Party Site, it is your responsibility to understand all applicable terms, conditions, and policies applicable to such Third Party Sites.

In addition, if third party services, applications, code, hardware or products (“Third Party Products”) are integrated or used in connection with the Services, you agree that (a) Company makes no representations and disclaims all warranties, express or implied, regarding Third Party Products, (b) Company is not responsible and shall have no liability for Third Party Products or the unavailability of Third Party Products, (c) if Third Party Products are provided under a separate license or other agreement, such terms shall govern with respect to such Third Party Products, (d) you are solely responsible and liable for its use of Third Party Products, (e) you authorize Company to share User Data (defined above) with providers of the Third Party Products as required for the operation of the Third Party Products, provided however, that Company is not responsible for any transmission, collection, disclosure, security, modification, use or deletion of User Data by or through Third Party Products or their providers, and (f) Company has no obligation to support any integration(s) of Third Party Products with the Services and may cease any integrations of Third Party Products at any time, in Company’ sole discretion.

ENABLED SOFTWARE APPLICATIONS

With respect to Software applications that operate in connection with products made commercially available, you acknowledge that these Terms are concluded between Company and you only, not with Software application provider, and that, as between Company and any Software application provider, Company, not application provider, is solely responsible for the such software applications and the content thereof.

INDEMNIFICATION; RESPONSIBILITY FOR THIRD PARTY CLAIMS

You agree to defend any claim, demand, suit or proceeding (including, without limitation, any proceeding, investigation or claim by a governmental, administrative, or other regulatory agency or entity) made or brought against Company or its affiliates and their officers, employees, directors and agents arising from or in connection with (a) Your Content, (b) your use of the Site or Services, (c) your violation of these Terms, (d) your violation of any applicable law, and (e) any violation of an intellectual property right. You also agree to indemnify Company for any damages finally awarded against, and for reasonable expenses, such as attorney’s fees, incurred by Company in connection with any such claim, demand, suit or proceeding. In the event of such claim, demand, suit or proceeding, we will give you written notice of the claim, demand, suit or proceeding and provide you with reasonable assistance at your expense.

NO WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT THE SITE, THE SERVICES, AND ANY COMPANY CONTENT ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE AND NON-INFRINGEMENT. YOU FURTHER ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT:

THE OPERATION OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS,

THE SITE OR THE SERVICES ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE, OR

THE FEATURES OR FUNCTIONALITIES OF THE SITE OR THE SERVICES WILL BE AVAILABLE AT ANY TIME IN THE FUTURE.

YOU ARE RESPONSIBLE AND COMPANY SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF THE SITE AND/OR THE SERVICES COMPLIES WITH APPLICABLE LAWS WHERE YOU ARE USING THE SITE OR THE SERVICES OR IN YOUR JURISDICTION(S).

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, COMPANY’S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, THE SERVICES, OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE.

GOVERNING LAW AND ARBITRATION

These Terms and your use of the Site or the Services shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provisions or rules in any jurisdiction.

Any suit, action, proceeding or dispute arising out of or in connection with these Terms or your use of the Site or the Services that are not resolved by mutual agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the rules and under the auspices of the American Arbitration Association. The arbitrator shall be knowledgeable in the chosen law and the software-as-a-service industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for his or her decision. The arbitrator shall have the authority to determine issues eligible for arbitration and to award damages consistent with those permissible herein, but will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive, exemplary, or any other damages that are specifically excluded under these Terms. The arbitrator may, in their discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings shall be conducted in the English language and take place in Davidson County, TN and each party irrevocably submits to such exclusive jurisdiction and waives any objection based on improper venue or forum non conveniens. Notwithstanding the foregoing, either party may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). Also, the provisions of this arbitration section are enforceable by any court of competent jurisdiction.

WAIVER OF CLASS ACTION

If you are located in the United States, you agree to resolve disputes only on an individual basis, through arbitration pursuant to the provisions above. The parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

CHARGES AND TERMINATION

You agree that You will owe and are responsible for fees set forth in Your applicable Service Agreement and subject to such terms. Company may terminate access to the Site and Services pursuant to your Service Agreement. Company shall not be liable to you or any third party for termination. Should you object to any provision of the Terms or any subsequent modifications thereto, your only recourse is immediately to: (a) terminate use of the Site; and (b) notify Company of termination. Upon termination of access to the Site, your right to use the Site shall immediately cease. Company may also in its sole discretion and at any time discontinue providing the Site, the Service, or any part thereof, with or without notice. Further, you agree that Company will not be liable to you or any third party for any termination of your access to the Site or the Service.

MISCELLANEOUS

Notices to be given or submitted pursuant to these Terms shall be in writing and directed to the address or email on file or otherwise provided to the other party in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid or (c) if it is delivered by email. The parties acknowledge that they are acting as independent contractors who are solely responsible for their own actions or inactions and that no joint venture, franchise, partnership, agency, or other relationship shall be created or implied by these Terms. If any court of competent jurisdiction adjudges any provision of these Terms to be to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. You acknowledge and agree that there may be no adequate remedy at law for any material breach of these Terms, which breach may result in irreparable harm to the Company, and therefore, upon any such breach or any threat thereof, Company is entitled to seek temporary, preliminary and permanent injunctive relief against you (and, if applicable, your officers or employees) without the requirement of posting a bond or proving actual damages, in addition to whatever remedies Company might have at law. These Terms constitute the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Except for our right to make changes to these Terms as expressly stated above, these Terms may only be amended, modified or supplemented by an agreement in writing by non-preprinted agreements clearly understood by both parties to be an amendment and signed by each party hereto. No waiver by the Company of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Company. In addition, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The English language version of these terms will be the version used when interpreting or construing these terms.

Our Registered Agent Address

SleepGlad, LLC

16192 Costal Highway

Lewes, Delaware 19958-9776

You may contact us at: support@sleepglad.com and 866-SLP-GLAD for questions regarding these Terms or to report any violation.

Last revised November 23, 2020

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ACCEPTABLE USE POLICY

This Acceptable Use Policy (the “AUP”) is incorporated by reference into the Company’s Terms of Service. Capitalized terms not defined herein have the meanings set forth in the Terms of Service. The following terms and conditions supplement the Company’s Terms of Service and are not exhaustive.

When you use the Services, you will not:

Post, stream or otherwise transmit content that: (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; or (iv) infringes any intellectual property or other proprietary rights of any party;
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Exploit or solicit personal information from anyone under the age of 18;
Violate any applicable local, state, national or international law, or any regulations having the force of law;
Interfere with or disrupt the Service, servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
Obtain or otherwise attempt to access any materials or information through any means not intentionally made available or provided for through the Service.

If you become aware of any actual or potential violations of the foregoing, please contact us at support@sleepglad.com or 866-SLP-GLAD. Without limiting any other remedies, the Company may have, we reserve the right to investigate and take appropriate legal action against anyone who, in our discretion, violates this AUP, including without limitation, removing the offending content from the Service or suspending or terminating the account of such violators.

User Agreement

Last updated: February 1, 2021

Thanks for using SleepGlad. By using the services on our website or our affiliated websites (the "Sites"), you are agreeing to the following terms with SleepGlad, LLC (“SleepGlad”) and the general principles for the websites of any of our applicable affiliates or third parties.

These terms and conditions create a contract between you and SleepGlad (the “Agreement”). Please read the Agreement carefully. When you access the Sites you are subject to this Agreement. Before you may use SleepGlad’s services, you must confirm your understanding and acceptance of the Agreement by clicking the “I Agree” button wherever designated for receipt of services. The Agreement that applies on any of our domains and subdomains is always the agreement that appears in the footer of each website. THESE TERMS AND CONDITIONS INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING. OUR SITES AND SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE. Please note that use of the Sites and Services is also subject to the SleepGlad’s privacy policy and return policy located on our website.

Use of SleepGlad Sites

While using SleepGlad Sites and services, you will not:

post content of an inappropriate nature on the Sites; violate any laws, third party rights, or any of our policies;
use SleepGlad Sites, if you are below the age of 18, if you are unable to form legally binding contracts, or if you are temporarily or permanently suspended from the Sites;
manipulate the price of any product or item listed on Sites;
manipulate or circumnavigate our fees, our billing activities and processes, or fees owed to SleepGlad;
post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
engage in any action that may weaken or sabotage the User Review or User Ratings System such as exhibiting, importing or exporting Review data off of SleepGlad Sites or by using it for some other purpose not related to SleepGlad Sites;
transfer your account to another party without our consent;
distribute or post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid schemes;
use any form(s) of technology (at our sole discretion) that might cause harm to SleepGlad Sites, or to the interests or property of SleepGlad Sites users;
duplicate, change, or disseminate content from SleepGlad Sites and our copyrights and trademarks; gather, compile, or in any way collect information about users, including email addresses, without first obtaining such user's express consent;
impersonate any person or entity, including without limitation a SleepGlad employee or agent, or otherwise misrepresent your affiliation with any person or entity;
register or use any email address that you do not own or for which you do not have the express permission of the owner to register with SleepGlad.

Abuse

SleepGlad works together with its users to keep our Sites operating properly and to help safeguard its users as much as possible. Please report to us any issues, inappropriate or offensive content, and violations of our policies.

SleepGlad may suspend, deactivate, limit, or cancel our service and user accounts, impede or restrict access to our website, defer, or delete hosted content, and utilize technological methods or legal means to keep users off of Sites, if in our sole discretion, we think that they are causing issues, potential legal liabilities, or are acting in a manner inconsistent with the letter or spirit of our policies and this Agreement. We may do this without limiting other possible remedies. We also have the ability to terminate user accounts that have no activity for a long period of time.

SleepGlad reserves the right to refuse service to anyone. We may, at our sole discretion, mark any customer or account "Do Not Provide". Should this occur, we will continue to provide warranty and other related services as required by law, however we will not sell any further products to the "Do Not Provide" customer.

Content License

By submitting communications or content to any part of this Site where such content would be viewable by the public, you agree that such submission is non-confidential for all purposes. Any submission to this Web site will be deemed and remain the property of SleepGlad. You grant or warrant that the owner of such content has expressly granted SleepGlad a royalty-free, perpetual, irrevocable, world-wide non-exclusive license to use, copy, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed.

Usage of Content

Unless otherwise indicated, all information contained on this web site, such as text, graphics, logos, button icons, images, audio clips, videos are copyrighted by and proprietary to SleepGlad, LLC (SleepGlad), and may not be copied, reproduced, transmitted, displayed, performed, distributed, sublicensed, altered, stored for subsequent use or otherwise used in whole or in part in any manner without SleepGlad’s prior written consent, except that the user may make such temporary copies in a single computer's RAM and hard drive cache as are necessary to browse the website. The user may also make a single copy of the Content displayed on any page of the website to be used by the user for personal and noncommercial uses which do not harm the reputation of SleepGlad, provided that the user does not remove any trademarks, copyright and any other notice contained in such content.

We may also use third party information, photos, or videos from manufacturers for marketing or informational purposes of the products we sell on our Sites. Any use of these third party information, photos, or videos by a user will require that they get the appropriate consent from the responsible third party prior to using those third party images or information.

Enabled Software Applications

With respect to Software applications that operate in connection with products made commercially available, you acknowledge that these Terms are concluded between SleepGlad and you only, not with Software application provider, and that, as between SleepGlad and any Software application provider, SleepGlad, not application provider, is solely responsible for the such software applications and the content thereof.

No Medical Advice; No Guarantees

You recognize and agree that the content made available through our Sites is for informational purposes only and is not intended to be taken and should not in any way be construed as medical advice or counseling or as the practice of medicine or as the creation of a physician-patient relationship with SleepGlad, LLC. Users should never use any of our Sites resources in place of seeking professional advice from a licensed medical practitioner. We make no guarantees, promises, or predictions of success regarding any of the services or resources offered through our Sites.

Right To Refuse Service On All Orders

SleepGlad, LLC reserves the right to refuse service to anyone at any time at our sole discretion.

Indemnification; responsibility for third party claims

No Warranties

THE OPERATION OF THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS,

THE SITE OR THE SERVICES ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE, OR

THE FEATURES OR FUNCTIONALITIES OF THE SITE OR THE SERVICES WILL BE AVAILABLE AT ANY TIME IN THE FUTURE.

Release

You agree to release SleepGlad, LLC, trustees, officers, agents, directors, subsidiaries, joint ventures and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, real or imaginary, arising out of or in any way connected to a dispute with SleepGlad, LLC.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SLEEPGLAD OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SLEEPGLAD, OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SLEEPGLAD AND ITS SUPPLIERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.

Governing Law and Arbitration

Any suit, action, proceeding or dispute arising out of or in connection with these Terms or your use of the Site or the Services that are not resolved by mutual agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the rules and under the auspices of the American Arbitration Association. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for his or her decision. The arbitrator shall have the authority to determine issues eligible for arbitration and to award damages consistent with those permissible herein but will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive, exemplary, or any other damages that are specifically excluded under these Terms. The arbitrator may, in their discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings shall be conducted in the English language and take place in Davidson County, TN and each party irrevocably submits to such exclusive jurisdiction and waives any objection based on improper venue or forum non conveniens. Notwithstanding the foregoing, either party may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). Also, the provisions of this arbitration section are enforceable by any court of competent jurisdiction.

Waiver of Class Action.

If You are located in the United States, You agree to resolve disputes only on an individual basis, through arbitration pursuant to the provisions above. The parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.

Access and Interference

Much of the information on our Sites is updated in actual time and is exclusive to the owners or is licensed by third parties for our users. You agree that you will not use any robot, spider, scraper or any other automated means to access our Sites for any purpose without first obtaining our express written permission.

You also agree that you will not:

take any action, in our sole discretion, that imposes or might possibly impose an unreasonable or excessive load on the Sites framework;
copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Sites without the prior expressed written permission of SleepGlad and the appropriate third party, as applicable;
interfere with or try to meddle, tamper, or obstruct the proper and correct functioning of the Sites or any activities carried out on the Sites; or
circumvent or use any other method to bypass the security measures we may use to prevent or restrict access to the Sites.

Your Account

If you use this site and create an account, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. SleepGlad does sell some products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use our Sites only with involvement of a parent or guardian. SleepGlad reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.

Once a sale has occurred, SleepGlad is bound by law to retain information necessary to meet manufacturer related FDA recalls and government regulatory requests.

Typographical Errors

In the event a product or service is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, SleepGlad shall have the right to refuse or cancel any orders placed for the product or service listed at the incorrect price. SleepGlad shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, SleepGlad shall issue a credit to your credit card account in the amount of the incorrect price.

Risk of Loss

All items purchased from our Sites are made pursuant to a shipment agreement. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

Product Descriptions

Our Sites attempt to be as accurate as possible. However, SleepGlad does not warrant that product descriptions or other content on this site is accurate, complete, reliable, current, or error-free. Please contact us to let us know if you find an error or discrepancy anywhere on our Sites.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and SleepGlad, LLC by this Agreement.

Additional compliance with laws

Additional Terms

The Return Policy and any other policy listed on our Sites are incorporated into this Agreement and set forth additional terms and conditions that are related to specific services offered on the Site. Each of these policies may be changed at any time. Changes take effect at the time they are posted on our Sites. When you use various services on our Sites, you are subject to any posted policies or rules applicable to those services. All such rules or policies posted on our Sites are hereby incorporated into this Agreement.

General
If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. The section titles and headings in this Agreement are for reference or convenience only and have no legal or contractual effect and in no way limit the scope or extent of such section. Failure of SleepGlad, LLC to take action in regards to a violation of this Agreement by you or others in no way waives our rights to take action with respect to subsequent or similar violations. In no way do we guarantee that we will take action against all violations of this Agreement. SleepGlad, LLC is located at 1100 Hatcher Lane, Columbia, TN 38401. We may make changes or amendments to this Agreement at any time by posting the amendments on our Sites. All changes to this Agreement shall automatically become effective.