This Terms of Service (“this Agreement”) is between Passion For Life Healthcare (UK) Limited, a company registered in England at HQ 5th Floor 58 Nicholas Street Chester England CH1 2NP, (“PFLH”, “Company,” “we,” “us,” “our”) and you with respect to your use of the SoundSleep app (the “Service”).
It is important that you carefully read and understand the terms and conditions of this Agreement.
1. Changes to this Agreement
PFLH reserves the right to, at any time, with or without cause:
- Change the terms and conditions of this Agreement;
- Change the Service, including eliminating or discontinuing any service or other feature of the Service; and
- Deny or terminate your use of and/or access to the Service.
We will notify you of any material changes to the terms and conditions of this Agreement of to any service or other feature of the Service. Continued use of the Service after any such changes have been notified to you shall constitute your consent to such changes.
2. Use of the Service
Before using the Service, you will need to create an Account. We reserve the right to decline to provide the Service to any person for any or no reason. When you register with or provide information to us, you agree to: (a) provide accurate, current, and complete information as prompted (including your e-mail address) and (b) maintain and update your information (including your e-mail address) to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we have the right to terminate this Agreement and your use of the Service. By providing PFLH with your email address or other contact information, you consent to our use of this information to send you Service-related notices and other administrative notices, including any notices required by law. PFLH will only send you product and marketing information if you agree to this by you clicking the separate box when you create an account.
When you register for an Account, we ask you to provide certain profile information including your height, weight and year of birth. This information is necessary for the provision of the Service. If you do not provide this information, it will not be possible to access the Service.
You are solely responsible for the activity that occurs on your Account. You should keep your Account credentials (including username and password) secure at all times. You may not share your Account with any third parties without PFLH’s prior written consent unless such third party has separately entered an agreement with PFLH permitting it to access your Account. You must notify PFLH immediately of any breach or suspected breach of security or unauthorized use of your Account. PFLH will not be liable for any losses caused by any unauthorized use of your Account.
3. Rules Governing Your Use of the Service
You may not use the Service, or assist or encourage any other party, to engage in any of the following prohibited activities:
- Copying, framing or mirroring any part of the Service;
- Accessing the Service for purposes of monitoring its availability, performance or functionality;
- Permitting any third party to access the Service;
- Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Service or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to PFLH;
- Publishing, transmitting, distributing or storing content, material, information or data that: (a) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (b) is harmful to or interferes with the Service or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (c) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or (d) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”);
- Attempting to disrupt, degrade, impair or violate the integrity or security of the Service or the computers, services, Accounts or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of PFLH internet protocol space;
- Avoiding payment of incurring charges or fees payable by you with respect to the Service;
- Distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
- Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to PFLH than a human can reasonably produce in the same period of time by using a conventional web browser;
- Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- Collecting or harvesting any personally identifiable information, including Account names and information about users of the Service, from the Service;
- Using the Service for any commercial solicitation purposes;
- Accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
- Submitting to the Service or to PFLH any personally identifiable information, except as necessary for the establishment and operation of your Account;
- Submitting to the Service or to PFLH any information that may be protected from disclosure by applicable law;
- Bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein;
- Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
- Removing any copyright, trademark or other proprietary rights notices contained in or on the Service;
- Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any data not intended for you; and/or
Improper use of the Service may result in termination of your access to and use of the Service and/or civil or criminal liabilities.
4. Intellectual Property
Your Rights. Subject to the terms and conditions of this Agreement (including any restrictions on any applicable authorization or order form), you are hereby granted a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Service solely for your own internal use. PFLH reserves all rights not expressly granted herein in the Service. Except as expressly set forth herein, no rights or licenses are granted to you under this Agreement, whether by implication, estoppel or otherwise.
5. Company Rights
- Feedback and Improvements. You may choose to, or we may invite you to, submit comments, suggestions, feedback or ideas about the Service, including, without limitation, about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. PFLH will be free to use, disclose, reproduce, license, distribute, modify, perform, display and exploit the Feedback you provide, without any restriction of any kind on account of intellectual property rights or otherwise.
- Proprietary Rights. The Service is owned and operated by PFLH, and the Service (and any intellectual property and other rights relating thereto) is and will remain the property of PFLH and its licensors and suppliers. The Service is protected by U.K. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Service may be used solely (a) to the extent permitted in this Agreement or (b) as expressly authorized in writing by authorized representatives of PFLH or, if so indicated in writing by PFLH, by its licensors or suppliers. Use of the Service for any other purpose is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Service. The trademarks, logos and service marks displayed on the Service (collectively, the “Company Trademarks”) are the registered and unregistered trademarks of PFLH, PFLH’s licensors and suppliers and/or others. Nothing contained in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Company Trademark(s) without the express written permission of PFLH, PFLH’s licensors or suppliers or the third-party owner of any such Company Trademark. Subject to the rights granted to PFLH in this Agreement, as between you and PFLH, you retain all right, title and interest in and to your User Content.
6. Third-Party Links
7. Not Recommended for Use by Children Under 18
The Service has not been designed or tested for use by children under 18 therefore the Service is recommended for use by adults only.
9. Term & Termination
This Agreement is effective from the date on which you first access the Service or submit any User Content to PFLH, whichever is earlier, and shall remain effective until terminated in accordance with its terms. PFLH may immediately terminate this Agreement, and/or your access to and use of the Service, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Upon termination of this Agreement by either party, your right to use the Service shall immediately cease, and you shall cease all use of the Service.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part or portion thereof, with or without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate PFLH to maintain and support the Service, or any part or portion thereof, during the term of this Agreement.
THE SERVICE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICE IS CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
THERE IS NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT THE SERVICE, OR YOUR USE OF THE SERVICE, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICE, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE SERVICE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SERVICE AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE, AND YOUR RELIANCE THEREON.
11. Limitation of Liability
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER PFLH NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICE, AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. PFLH’S MAXIMUM AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED FIFTY POUNDS STERLING (£50). NEITHER PFLH NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES, OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF ANY INACCURACY, INCOMPLETENESS, OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS, OR SUBMISSIONS PROVIDED OR POSTED ON THE SERVICE BY THIRD PARTIES.
You (and also any third party for whom you operate an Account on the Service) agree to fully indemnify, defend (at PFLH’s request), and hold PFLH, our licensors, suppliers, agents, successors, and assigns, and our and their directors, officers, employees, consultants and other representatives (collectively, the “Company Parties”) harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from: (a) your actual or alleged breach of this Agreement; (b) any allegation that any User Content or other materials you submit to us or transmit to the Service infringe, misappropriate, or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other rights of any third party; (c) your activities in connection with the Service or other websites to which the Service is linked; (d) your negligence or wilful misconduct; (e) your use of the results, content, data, or information provided via the Service; (f) any service or product offered by you in connection with or related to your use of the Service; and/or (g) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities.
13. Jurisdictional Issues
PFLH makes no representation that the Service operates (or is legally permitted to operate) in all geographic areas or that the Service is appropriate or available for use in other locations. Accessing the Service from territories where the Service or any content or functionality of the Service or portion thereof is illegal is expressly prohibited. If you choose to access the Service, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws. The Service is operated from Europe. If you are located outside of Europe and choose to use the Service or provide your User Content to us, your User Content will be transferred, processed, and stored in Europe. EU privacy laws may not be as protective as those in your jurisdiction. Your agreement to the terms of this Agreement followed by your submission of your User Content in connection with the Service represents your agreement to this practice. If you do not want your User Content transferred to or processed or stored in Europe, you should not use the Service.
14. Dispute Resolution
Arbitration. The parties shall use their best efforts to settle any dispute, claim, question or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to PFLH’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or if you opt out of this agreement to arbitrate, all claims arising out of or relating to this Agreement and your use of the Service shall be finally settled by binding arbitration administered by the the London Court of International Arbitration’s (LCIA) in accordance with the provisions of its Commercial Arbitration Rules and of its supplementary procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, PFLH will pay the additional cost. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if PFLH is a party to the proceeding. This dispute resolution provision will be governed by the laws of England and Wales.
The parties understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.
- Class-Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- Exception—Litigation of Small-Claims-Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- Thirty-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending written notice of your decision to opt out by email to [email protected], or by letter to the following address:
Passion For Life Healthcare (UK) Limited, HQ 5th Floor 58 Nicholas Street Chester England CH1 2NP
The notice must be sent within 30 days of registering to use the Service; otherwise, you shall be bound to arbitrate disputes in accordance with this Agreement. If you opt out of these arbitration provisions, PFLH also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, PFLH may terminate your use of the Service.
- Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with PFLH and this Agreement must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
15. Choice of Law and Forum
This Agreement and your relationship with PFLH shall be governed by, and construed and interpreted in accordance with, the laws of England and Wales without regard to its conflict of laws principles AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. The Parties irrevocably consent to bring any action to enforce this Agreement in the courts of England and Wales and you consent to their exclusive jurisdiction.
The provisions in this Section will apply if you access or download the Service using the Apple App Store.
This Agreement is between you and PFLH only, and not with Apple, Inc. (“Apple”). Apple is not responsible for the Service nor your use or possession thereof. The license granted in this Agreement is conditioned on you accessing and using the service solely on an Apple device that was sold to you or that you control and in accordance with the terms and conditions of the App Store Terms of Service as of the last updated date found here: http://www.apple.com/legal/internet-services/itunes/us/terms.html (“App Store Terms of Service”). In case of a conflict between this Agreement and the App Store Terms of Service, the terms of the App Store Terms of Service shall prevail.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.
Without limiting any of PFLH’s rights herein, Apple is not responsible for addressing any claims of you or a third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; or (iv) any third party claim that the Service or your possession and use of the Service infringes a third party’s intellectual property rights. Apple will not be responsible for either the investigation, defence, settlement or discharge of any such claims.
Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right to enforce this Agreement against you as a third party beneficiary thereof.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by a written instrument signed by PFLH. If any employee of PFLH offers to modify this Agreement, he or she is not acting as an agent for PFLH or speaking on PFLH’s behalf. You may not rely, and should not act in reliance on, any statement or communication from an employee of PFLH or anyone else purporting to act on PFLH’s behalf. This Agreement is between you and PFLH; there are no third-party beneficiaries. You are responsible for compliance with all applicable laws and regulations. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with PFLH’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. PFLH may assign, transfer or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served on PFLH at [email protected] Notice to you shall be deemed given 24 hours after the e mail is sent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
The Service is Operated By
Passion For Life Healthcare (UK) Limited.
Effective November 3, 2020