Terms of Service

Somnea Health Inc

Last updated: JUNE 22, 2023

Welcome, and thank you for your interest in Somnea Health Inc. (“Somnea,” “we,” or “us”) along with our related networks, applications, and other services provided by us (collectively, the “Software Service”).

Somnea uses the Software Services to facilitate your relationship with Somnea to provide tele-coaching and other teleservices (collectively, the “Teleservices,” together with the Software Service, the “Service”). These Terms of Service are a legally binding contract between you and Somnea regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING SOMNEA'S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND SOMNEA'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY SOMNEA AND BY YOU TO BE BOUND BY THESE TERMS.

TELESERVICES. By using the Teleservices facilitated by the Software Services, you consent to the selected Teleservices you choose to use and to the provider of such teleservices. Such consent includes your authorization for the selected Teleservices, including without limitation the use of certain remote-access communication features/functionality (such as video, text, or audio), information and records for delivering the selected services in compliance with applicable law.

EMERGENCIES. YOU AGREE THAT THE SERVICE IS NOT INTENDED TO BE USED IN A MEDICAL EMERGENCY.

SOFTWARE SERVICES. THE SOFTWARE SERVICE IS NOT INTENDED TO BE USED FOR SELF-DIAGNOSIS OR MEDICAL ADVICE. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, TELESERVICE HEALTHCARE PROVIDER OR OTHER QUALIFIED HEALTH PROVIDER REGARDING A MEDICAL CONDITION OR TREATMENT.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SOMNEA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 16.)

1. Somnea Service Overview

1.1 Somnea. Somnea is a technology company that provides the Software Service, including Teleservices communication functionality as well as behavioral analytics.

1.2 Medical Services Disclaimer. Somnea does not provide medical or other healthcare services and solely provides the Software Services.

You understand and agree that Somnea is not a licensed medical provider and does not provide medical care, healthcare services, or emergency services. You further understand and confirm that you must use a licensed healthcare provider as described below in order to receive medical care or healthcare services.

1.3 Sharing Information. Somnea can share the information it gets from you with your healthcare provider (if you've specified one) or anyone else you've chosen or authorized to receive this information, as further described in our Privacy Policy. Choosing the selected Teleservices through the Somnea technology platform shall be deemed your authorization for Somnea to share such information with such healthcare provider as otherwise set forth in these.

1.4 Teleservices. You may have access to the following Teleservices provided by a Teleservice provider. Tele-coaching, which uses unlicensed personnel with the applicable educational degrees to provide such coaching, and otherwise help you clarify and understand a problem or need for change or improvement; this Teleservice is NOT INTENDED TO, NOR DOES IT, PROVIDE CLINICAL COUNSELING OR THERAPY, MEDICAL ADVICE, DIAGNOSIS, OR MEDICAL TREATMENT. While this Teleservice may be provided by a licensed medical provider, coaching is not a licensed or regulated service and does not require licensed professionals.

1.5 Teleservices Restrictions. Without limiting any other restrictions set forth in these Terms, you shall refrain from any abusive, dangerous, or threatening behavior when using the Service. Somnea reserves the right to immediately terminate your access to or use of the Service if, in its sole discretion, such behavior is exhibited.

1.6 Records. Notwithstanding anything to the contrary herein, Somnea will retain coaching records with respect to your use of Teleservices for a period of ten years from the date of your last use of the Service or as required by applicable law, and provide you access thereto in accordance with applicable law.

2. Eligibility

In order to use the Service, you must be at least 18 years old. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.

3. Accounts and Registration.

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, postal code, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at care@somnea.co.

4. Licenses

4.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Somnea grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software Service.

4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Software Service; (b) make modifications to the Software Service; or (c) interfere with or circumvent any feature of the Software Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Software Service, you may not use it.

4.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Somnea an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

4.4 Third-Party Software. The Software Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Software Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

5. User Content

5.1 User Content Generally. Certain features of the Software Service may permit users to upload content to the Software Service, including messages, data, text, and other types of works (“User Content”) and to publish User Content on the Software Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.

5.2 Limited License Grant to Somnea. By providing User Content to or via the Software Service, you grant Somnea a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense to third-party service providers acting on Somnea’s behalf) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute or use your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed as necessary to provide the Services to you.

5.3 User Content Representations and Warranties. Somnea disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Software Service. By providing User Content via the Software Service, you affirm, represent, and warrant that:

you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Somnea to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Somnea, the Service, and these Terms;
you will not use the Services to: (i) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (ii) cause Somnea to violate any law or regulation; and
your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

5.4 User Content Disclaimer. We are under no obligation to edit or control User Content that you post or publish, and will not be in any way responsible or liable for User Content. Somnea may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable.

5.5 Monitoring Content. Somnea does not control: (a) User Content; or (b) the use of the Software Service by its users. You acknowledge and agree that Somnea reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Software Service for operational and other purposes. If at any time Somnea chooses to monitor the content, Somnea still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

6. Prohibited Conduct

BY USING THE SERVICE YOU AGREE NOT TO:

use the Service except for your own personal use;
use the Service for any illegal purpose or in violation of any local, state, national, or international law;
violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
interfere with security-related features of the Software Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Software Service except to the extent that the activity is expressly permitted by applicable law;
interfere with the operation of the Software Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; or (ii) interfering with or disrupting any network, equipment, or server connected to or used to provide the Software Service;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Software Service account without permission, or falsifying your age or date of birth;
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or
use the Software Service or the Teleservice in an objectionable or inappropriate manner, including any use that harasses, threatens, defames, or otherwise embarrases any other user of the Software Service or Teleservice, including any of our personnel; or
attempt to do any of the acts described in this Section 6 or assist or permit any person in engaging in any of the acts described in this Section 6.

7. Modification of these Terms

We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

8. Term, Termination, and Modification of the Service

8.1 Term. These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described in Section 8.2.

8.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Somnea may, at its sole discretion, terminate these Terms or your account on the Software Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by terminating your account via a functionality of the Software Service or by contacting customer service at care@somnea.co.

8.3 Effect of Termination. Upon termination of these Terms, subject to Section 1.6: (a) your license rights will terminate and you must immediately cease all use of the Service; and (b) you will no longer be authorized to access your account or the Software Service.

8.4 Modification of the Service. Somnea reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Somnea will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

9. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Somnea from and against any claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. The foregoing indemnification obligation is subject to Somnea promptly informing you in writing of any such claim, demand, action, or suit; provided that any failure to so inform you shall not prejudice your obligation of indemnity, except to the extent materially prejudiced thereby. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. Assumption of Risk

The Software Service is designed to provide a designated third-party with health-related information based on your inputs to surveys and mobile interactions, as such interactions are cataloged via your mobile device. The Software Service and any related data supplied to you by Somnea is not, nor a substitute for, medical advice. By granting you the right to use the Software Service, Somnea does not assume any obligation or liability with respect to your health or your physical activity or condition. In no event shall Somnea be liable for any death or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Software Service or any activity you undertake in connection with your use of the Software Service. As between you and Somnea, you are solely responsible for your use of the Software Service and your health and medical condition and treatment-related thereto. Somnea shall have no liability for any unauthorized disclosure of your personally identifiable information caused by your actions or omissions.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU AGREE THAT: (1) IF YOU ARE IN NEED OF OR ARE SEEKING MEDICAL TREATMENT OR EMERGENCY CARE, YOU SHOULD CONTACT YOUR HEALTHCARE PROVIDER OR CALL 911 IMMEDIATELY; (2) SOMNEA DOES NOT PROVIDE MEDICAL TREATMENT, ADVICE, OR DIAGNOSIS AND IS NOT A HEALTHCARE PROVIDER; (3) SOMNEA IS NOT YOUR HEALTHCARE PROVIDER, IS NOT AND DOES NOT PROVIDE 911 OR OTHER EMERGENCY SERVICES, AND MAY NOT CONTACT YOU OR ANYONE ON YOUR BEHALF WITH RESPECT TO YOUR MEDICAL CONDITION OR TREATMENT; (4) ANY WRITTEN MATERIAL PROVIDED BY SOMNEA THROUGH THE SOFTWARE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE THE RELATIONSHIP BETWEEN YOU AND YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER; (5) SOMNEA IS NOT A LICENSED MEDICAL CARE PROVIDER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC TREATMENT ON A MEDICAL CONDITION; (6) YOU SHOULD ALWAYS CONSULT A PHYSICIAN IF YOU HAVE ANY QUESTIONS REGARDING A MEDICAL CONDITION; (7) NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ OR RECEIVED USING THE SOFTWARE SERVICE; (8) SOMNEA ASSUME NO LIABILITY WITH RESPECT TO ANY SURVEY OR RESEARCH/MEDICAL PROGRAM OR STUDY WITH WHICH YOU MAY BE USING THE SOFTWARE SERVICE; AND, (9) SOMNEA IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE THROUGH OR IS GENERATED BY THE SOFTWARE SERVICE BY YOU.

In connection with your use of the tele-coaching service, you will work with a coach who will provide personal support, encouragement and motivation. The coaches or individuals who provide the tele-coaching services do not provide medical advice. The coaches do not provide professional respiratory services. None of the advice provided by the coaches or the Software Service should be considered medical or clinical advice and none of such information is intended as medical or clinical advice. You should always talk to your medical or other healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you. Do not disregard professional medical advice or delay seeking professional advice because of information you have read on our mobile application or received through tele-coaching. Do not stop taking any medications without speaking to your physician, nurse practitioner, physician assistant, mental health provider or other healthcare professional. The information provided in or through the Software Service, the website or the coaches, is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor or physician, nurse, or any other medical or clinical healthcare professional.

You agree that Somnea shall not be liable to you for any unavailability, modification, suspension or discontinuance of any feature or component of the Service.

11. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SOMNEA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SOMNEA DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SOMNEA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR SOMNEA OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING SOMNEA OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Somnea does not disclaim any warranty or other right that Somnea is prohibited from disclaiming under applicable law.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SOMNEA BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SOMNEA HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Dispute Resolution and Arbitration

13.1 Generally. In the interest of resolving disputes between you and Somnea in the most expedient and cost-effective manner, and except as described in Section 13.2, you and Somnea agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SOMNEA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

13.2 Exceptions. Despite the provisions of Section 13.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

13.3 Arbitration. Any arbitration between you and Somnea will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

13.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so directly within 30 days after the Notice of Arbitration is received, you or Somnea may commence an arbitration proceeding in accordance with the procedures set forth herein. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Somnea must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Somnea in settlement of the dispute prior to the award, Somnea will pay you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

13.5 Fees. Any arbitration hearing will take place at a location to be agreed upon in the State of Delaware, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

13.6 No Class Actions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SOMNEA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Somnea agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

13.7 Modifications to this Arbitration Provision. If Somnea makes any future change to this arbitration provision, other than a change to Somnea's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Somnea's address for Notice of Arbitration, in which case your account with Somnea will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

13.8 Enforceability. If Section 13.6 is found to be unenforceable or if the entirety of this Section 13 is found to be unenforceable, then the entirety of this Section 13 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14.2 will govern any action arising out of or related to these Terms.

14. Miscellaneous

14.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Somnea regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

14.2 Governing Law. These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Somnea submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the State of Delaware for the resolution of any lawsuit or court proceeding permitted under these Terms.

14.3 Privacy Policy. Your use of the Service is governed by the Somnea Privacy Policy (the “Privacy Policy”). Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into and made a part of, these Terms.

14.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Software Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into and made a part of, these Terms.

14.5 Consent to Electronic Communications. By using the Service, you consent to receive certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

14.6 Contact Information. The Service is offered by Somnea Health Inc., located in the State of Delaware. You may contact us by emailing us at info@somnea.co.

14.7 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

14.8 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.