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The following Terms of Services (the “Terms” or “Agreement”) govern your access and use of our mobile applications (“Apps”), our web applications (“WebApps”), and our websites (“Sites”) (collectively, the “Platform”), as well as the services related to our Platform (“Services”) and content included in or made available through the Services and Platform. Such content includes, but is not limited to, text, graphics, logos, images, music, audio clips, videos, stories, meditations, digital downloads, and works of authorship of any kind (collectively, the “Content”). For avoidance of doubt, reference to the Services generally herein shall include the Content and Coaching Services (as defined below).
These Terms of Services are between the user of the Services (each, a “user” and collectively, the “users”, also referred to as “you” and “your”) and Ipnos Software Inc. (“Ipnos”, “we”, “us”, “our”).
By accessing or using the Platform or Services, you accept and agree to be bound by and comply with this Agreement. If you do not agree to be bound to any term of this Agreement, you must not access the Platform or Services.
Please read this Agreement carefully, as it contains important information regarding your legal rights, remedies, and obligations. As further detailed in Section 22, you will only be permitted to pursue claims against us on an individual basis, and not as a plaintiff or class member in any class or representative action or proceeding. You will only be permitted to seek relief (including monetary, injunctive and declaratory relief) on an individual basis.
This Agreement is effective on the earlier of the date: (i) you first access the Platform or Services; or (ii) when you download our Apps (“Effective Date”). We may update these terms from time to time by posting modifications on our Platform. Unless otherwise specified, all modifications shall be effective upon posting. By accessing or using the Platform or Services after the modifications become effective, you agree to be bound by such modifications to the Agreement. If you do not agree to the modifications, you must terminate access to the Platform and Services.
The Platform and Services are not intended for anyone under the age of 18 years old. By accessing or using the Platform or Services, you represent and warrant that you are over 18 years old, legally capable of forming a binding contract, and not otherwise barred from using the Platform or Services under applicable laws. If you are under 18 years old, you must immediately cease using the Platform and Services.
The Platform contains bedtime stories for children. However, these stories must be played by users that are over the age of 18 years old, and children should not be directly or independently accessing the Platform or Services. To avoid having children directly or independently using the Platform, users are encouraged to use the features designed to play a story and request that the Platform close itself upon the completion of the story or after a certain period of time. Users are responsible for ensuring that their children are not using the Platform or Services directly or independently.
The Platform and Services may be provided by or accessed through third party platforms, such as Apple, Google, or Amazon (the “Mobile Operators”). Users who access the Platform and Services through a Mobile Operator may be subject to the Mobile Operators’ respective terms and conditions and privacy policies.
Our Services may also enable access to third party services, applications and websites (“Third Party Services”). You agree to use Third Party Services at your sole risk. We are not responsible for examining or evaluating the content or accuracy of any Third Party Services, and shall not have any liability whatsoever for any such Third Party Services. To the extent you choose to use such Third Party Services, you are solely responsible for compliance with any applicable laws.
We reserve our right to change, suspend, remove, disable or impose access restrictions or limits on any Third Party Services, at any time, and without notice or liability to you.
Protecting and safeguarding any information you provide through the Platform or Services is extremely important to us. Information about our security and privacy practices can be found on our Privacy Policy available at https://www.ipnos.com/privacy-policy/ (“Privacy Policy”).
BY AGREEING TO THIS AGREEMENT AND/OR BY USING THE PLATFORM OR SERVICES, YOU ARE ALSO AGREEING TO THE TERMS OF THE PRIVACY POLICY. THE PRIVACY POLICY IS INCORPORATED INTO AND DEEMED A PART OF THIS AGREEMENT.
When you use the Platform, you can create an account with us.
You can also create an account with certain third-party social networking services such as Facebook (each, an “SNS Account”). If you choose the SNS Account option we’ll create your account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.
You agree that you are responsible for the confidentiality of your credentials, and for any activity resulting from the use of your account. You agree to make reasonable efforts to prevent unauthorized access to, or use of, the Services, including by children.
You may not share your account and password, allow third parties to use your account nor assist anyone who is not a registered user to gain access to the Platform or Services. You agree to take reasonable confidentiality and security measures for using and securing your device, our Platform and related data. You are fully responsible for all use of your account and for any actions that take place through your account.
You agree to notify us immediately if you become aware of any unauthorized use of your login credentials, and to change your credentials immediately using the built-in functionalities made available to you.
In the United States only, the Platform may be used to connect you with a coach (“Coaches”) who will provide you services through the Platform (“Coaching Services”). Coaches are independent providers who are neither our employees nor agents nor representatives. The Platform's role is limited to enabling the Coaching Services. Ipnos does not itself provide Coaching Services and is not a healthcare entity. The Coaches themselves are responsible for the performance of the Coaching Services. If you feel the Coaching Services provided by the Coach do not fit your needs or expectations, you may change to a different Coach who provides services through the Platform.
You acknowledge and agree that the Platform and Services may not be available in all languages or in your home country, and may not be appropriate or available for use in any particular location.
You agree, confirm, and acknowledge that you shall not:
If you do any of the foregoing, we reserve our right to suspend your access to the Platform and Services at any time with or without notice to you. If we believe you’re about to breach our rules, we may suspend your access preemptively and until we conduct our inquiry. If we determine, in our reasonable discretion, that you were breaching or attempting to breach these rules, we may maintain the suspension longer, or indefinitely. If you paid for our Services, we have no obligation to reimburse you if the suspension is caused by a breach of our user conduct rules.
The Platform, Content, and all rights, title, and interest therein, including all related intellectual property rights are owned by Ipnos, its licensors, or other providers of such material. This Agreement is not a sale and does not convey or grant you any rights in or related to the Platform, Content, or any intellectual property rights owned by Ipnos. No portion of the Platform or Services may be reproduced in any form or by any means, except as expressly permitted by these Terms of Service. All rights are reserved, except as expressly stated in these Terms of Service.“Relax Melodies”, “Ipnos”, “BetterSleep”, and all related names, logos, product and service names, designs, and slogans (“Ipnos Marks”) are trademarks of Ipnos or its affiliates or licensors. Except as otherwise permitted by law, you may not use or display in any manner the Ipnos Marks without our prior written consent. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform and Services. All other names, logos, product and service names, designs, and slogans on the Platform and the website are the trademarks of their respective owners.
Subject to the limitations set forth in these Terms of Service, in the event of a breach of a third party’s intellectual property rights by the Services, we are solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, at the exclusion of any third parties, including Mobile Operators.
Subject to your respect of these Terms of Service we grant you a revocable, non-exclusive, non-transferable, limited and worldwide license during the Term to download, install, use and access the Platform and Services for your personal use. This license applies solely to the devices that you own or control, and is subject to respective Mobile Operators’ terms and conditions and privacy policies, such as Apple’s Usage Rules. There are a few limits to this license:
You acknowledge and agree that Mobile Operators, and their subsidiaries, are third party beneficiaries of these Terms of Service to the extent that they relate to our Platform. As of the Effective Date, the Mobile Operators will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary thereof regarding the Platform.
Any updates, new releases or upgrades (collectively, the “Update(s)”) are subject to these Terms of Service. Updates are provided when available, at our sole discretion, and may include bug fixes, security updates, new features and enhancements to existing features. Updates do not include new applications, new third-party tools and/or new functionalities, to the extent that these are subject to additional fees, as determined by us.
Once an Update is released, it is your responsibility to update your Platform diligently. We may not support previous versions of the Services, and we have no liability or responsibility for supporting and maintaining them, including for security patches. It’s important to update your Platform to ensure that you are using a secured version of our Platform.
We offer paid subscriptions on a weekly, monthly or annual basis. We may also offer lifetime subscriptions that are valid for the shorter of 100 years or until we cease to commercially offer the Services. Additional terms and conditions may apply to lifetime subscriptions. Lifetime subscription are paid for by a one-time, upfront payment.
Except for lifetime subscriptions, subscriptions automatically renew at the end of each periodic subscription term. You understand and agree that (i) after your initial subscription period, this period will automatically renew for an additional equivalent period, and (ii) your account will be billed continuously for each subscription, until you terminate it.
You can terminate and manage your Apps subscription(s) directly from your mobile devices, or directly within the Services in the settings. If you terminate your subscription, you will continue to have access to the paid Services until the end of the subscription period that you already paid for, and we will not charge you additional fees after the end of this subscription period.
You hereby represent and warrant that you have the legal right to use all payment methods utilized on your account and authorize us to collect payments for each paid subscription period to which you subscribed on your credit card or through the payment method(s) that we make available to you and you have selected. You agree to pay all fees and applicable taxes incurred by you or anyone using your account.
You agree to provide accurate, complete and current financial information. If your financial information changes, we will not be able to process the payment for your subsequent subscription term until you update your financial information, which may result in a loss of access to the Services
We reserve the right to revise our subscription fees and offerings at any time. If the subscription fees change, we will advise you before processing your next payments. If you do not agree to such changes, you can terminate your subscription before the next payment.
We use third party service providers to process your payment as part of the Services, such as Stripe. They process your financial information in accordance with their privacy policies, and conduct fraud prevention and anti-money laundering monitoring for legal compliance purposes. In no event will we be responsible for the actions or inactions of third party payment processors, including, but not limited to, system downtime or payment service outages, unless such actions are in breach of these Terms of Service.
We offer the opportunity to buy pre-paid subscriptions that can be given to other individuals (“Recipient”). If you purchase a prepaid membership, you agree and acknowledge that the Recipient must be at least 18 years old.
Once you purchase the pre-paid subscription, you will receive an order confirmation, a receipt and a gifting code that can be redeemed by the Recipient to access the Services for the period of time corresponding to your pre-paid subscription.
Gifting codes can only be used once, in the country for which they were purchased, and cannot be redeemed for cash, resold or combined with any other offers, including a free trial. Please note that gifting codes cannot be redeemed if the Recipient has already purchased a subscription with us directly or through a Mobile Operator.
If you buy a prepaid subscription, we will automatically bill you based on the payment method you selected at the time of purchase. We will notify the Recipient prior to the end of the prepaid subscription that it is about to expire.
We have no liability and we are not responsible for lost and stolen gifting codes, or if gifting codes are used without permission.
From time to time, we may decide to offer promotions and discounts codes in our sole discretion. You cannot combine promotions and discounts. We may decide to offer promotions and discounts only to a certain group of users or to potential new users. You agree and understand that you may not qualify for all available promotions and discounts. Unless stated otherwise, promotions and discounts only apply to the initial subscription periods, and any renewals will be charged at the then-current rates for our subscriptions.
We offer group subscriptions to employers and other groups of individuals (the “Group Subscription”). The Group Subscription is managed by administrators of the Services (the “Administrators”).
To access and use the Group Subscription, the Administrators will provide you with a link to a webpage where you can register your accounts. The Administrators may impose different conditions to ensure that only their authorized end users are accessing their Group Subscription, such as ensuring that your e-mails domain used to register the accounts match those identified or used by the Administrators.
Administrators are responsible for managing the Group Subscription, which means that they:
Once you cease to be an authorized user of the Group Subscription, if you want to continue to use our Services, you may have to create new accounts, and you may not be able to access your Content after the Group Subscription ends.
While Group Subscriptions are generally provided free of charge to authorized users, there may be cases where Group Subscriptions are provided at a discounted rate to authorized users.
Group Subscriptions may different from one group to another group based on the contractual provisions that the Administrators have requested. If you have questions on your Group Subscription and the applicable modalities, you should contact your Administrators.
You agree and understand that the Services and gifting codes are non-refundable and we do not issue credits for the Services and gifting codes. If we suspend your account in accordance with these Terms of Service, or if you close your account voluntarily, you agree and acknowledge that you will receive no refund or exchange of any kind for the Services, except as set forth in applicable laws. If we discontinue the Services, we will either provide the Services until the end of your subscription period, or reimburse you for the Services paid in advance in proportion of the time remaining in your current subscription period, except if you have a lifetime subscription, in which case, no reimbursements are applicable if we discontinue the Services.
The Services are for informational purposes only, are not for advice and should not be treated as such, and the information without the Services is provided without any representations or warranties, express or implied, and without limiting the generality of the foregoing, we do not warrant or represent that the Platform or Services will be constantly available, or available at all, true, accurate, complete, current or non-misleading.
Coaching is not therapy or medical treatment, and coaches are not licensed therapists, psychologists, or other medical professionals. If a Coach on our Platform is also a clinical professional, they do not act in this capacity when providing Coaching Services. The Coaching Services are not intended to be a substitute for professional medical advice or treatment, and Coaches will not provide any health-related services to you as part of the Coaching Services (including without limitation diagnosing, treating, preventing, or curing any mental disorders).
You must not rely on any information provided as part of the Coaching Services as an alternative to medical advice from your doctor or other healthcare professional. If you have any specific questions about any medical matter, you should consult your doctor or other healthcare professional. If you think you may be suffering from any medical condition, you should seek immediate medical attention. You should never delay seeking medical advice, disregard medical advice, or discontinue medical treatment because of any information provided as part of the Services or Coaching Services. While the Services are intended for your well-being, you understand, agree and acknowledge that they may not be the appropriate solutions for everyone’s needs and that they may not be appropriate for every particular situation and/or a substitute for certain health-related services.
If you experience any discomfort when using the Services, cease the use of the Services immediately. The Platform allows for users to integrate brainwaves and autonomous sensory meridian response (“ASMR”) as part of the music and sounds they can create in the Services. Such functionalities may not be suitable for some individuals, such as individuals with epilepsy or post-traumatic stress disorder. Please consult a doctor if you have any medical conditions prior to using these functionalities, and if you experience any discomfort while using these functionalities. Subject to applicable laws, we assume no liability if you decide to use these functionalities - they are provided at your own risks.
Although we will do our best to provide constant, uninterrupted access to the Platform and Services, we do not guarantee this. We accept no responsibility or liability and make no warranty regarding the availability, delay, or security of the Services nor that they will be error-free. We make no warranty regarding the quality, accuracy, timeliness, completeness, truthfulness, or reliability of any Content.
Except as set forth in these Terms of Service and subject to applicable laws, we make no representations or warranties of any kind, whether express or implied, to you relating to the Platform, Services or Content, which are provided to you on an ‘as is’, ‘where is’ and ‘as available’ basis, with all faults and without warranty of any kind. We hereby disclaim all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, of non-infringement of third-party rights, and any warranties arising out of course of dealing or usage of trade. No oral or written information or advice given by Ipnos or its authorized representative shall create a warranty.
If our Apps fail to conform with applicable warranties, you may notify your Mobile Operator and they may refund the purchase price for the Apps based on their own policies. To the maximum extent permitted by applicable law, Mobile Operators will have no other warranty obligations whatsoever with respect to the Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
We are solely responsible for addressing any of your claims relating to our Apps, including, but not limited to, claims arising under consumer protection, privacy or similar legislation, including in connection with our Apps’ use of the Healthkit framework. Mobile Operators have no such responsibility.
Subject to applicable laws, in no event will you or us have any liability to the other for any lost profits or revenues, loss of data or goodwill, service interruption, computer damage or system failure, or the cost of substitute Services or for any indirect, special, exemplary, incidental, consequential, cover, multiplied or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages, even if a limited remedy set forth in these Terms of Services is found to have failed its essential purpose.
Subject to applicable laws, our maximum aggregate liability to you or any user for any breach of the Terms of Service, from use of the Platform or Services, or otherwise is fifty dollars Canadian ($50 CAD) in the aggregate.
Some jurisdictions do not allow the disclaimer or 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 or be enforceable with respect to you. If you are dissatisfied with any portion of the Services or with these Terms of Service, your sole and exclusive remedy is to discontinue use of the Services, except as otherwise set forth in these Terms of Service.
You agree to defend, indemnify, and hold Ipnos and its officers, directors, employees, agents and representatives harmless from and against any third party claims, disputes, demand, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees, arising out of or in any way connected with your access to or use of the Platform or Services or your violation of these Terms of Service. We reserve our exclusive right, at your expense, to conduct the defense of any such claims and assume control of any matter, subject to indemnification by you, in which event you shall cooperate with us in asserting any and all available defenses.
We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue the Platform or Services or a portion thereof.
We can change the Content that we make available as part of the Services at any time without notice or liability, and for any reason whatsoever.
We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Platform or Services at any time without notice, but confirm that we have no duty to do so. We determine the content of the Services at our sole discretion.
We will make commercially reasonable efforts to notify users of discontinuation of the Platform or Services in advance. We disclaim any liability for any inconvenience.
This Agreement is effective on the Effective Date and shall continue as long as you access or use the Platform or Services, including for as long as our Apps are installed on your mobile, and as long as you do not delete your account with us (the “Term”). You can delete your account with us directly from the Platform under “Settings > Account Parameters”.
We can terminate this Agreement at any time subject to a prior written notice of at least five (5) days. Services paid for in advance will be reimbursed as set forth in this Agreement.
Upon termination, any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, shall survive any expiration or termination of this Agreement.
You may not use or otherwise export or re-export the Services (including any technical information related thereto) except as authorized by applicable laws, including Canadian or American laws. In particular, but without limitation, our Apps may not be re-exported (a) into any US-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using our Apps, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Services for any purposes prohibited by Canada, the United States or international laws, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
Subject to applicable law, this Agreement and the relationship between you and us shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Both parties agree to submit to the non-exclusive jurisdiction of the courts located in Montreal, Quebec. Specifically excluded from application to the Terms of Service is that law known as the United Nations Convention on the International Sale of Goods.
You agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless we both agree otherwise, the courts may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the courts may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s), except that you may pursue a claim for and the arbitrator may award public injunctive relief under applicable law to the extent required for the enforceability of this provision.
Our Student Discount Offer is made available by Ipnos (as defined herein) to students at an accredited higher education institute who meet the verification qualifications (each a “Qualifying Student”) for the BetterSleep (formerly Relax Melodies) app. The Student Discount Offer is currently only applicable to students of Canada colleges and universities and US Title IV degree granting colleges and universities. Ipnos reserves the right to determine if you are a Qualifying Student in its sole discretion.
Qualifying Students are entitled to receive a discount on the annual price of the BetterSleep (formerly Relax Melodies) Paid Subscription (as defined herein) for as long as they maintain the requisite verification status. The Student Discount Offer may not be used in conjunction with any other promotion code or offer, past or present. Ipnos shall automatically request re-verification of your student status for any renewal term. In addition to submitting the information necessary to perform the verification, you will also need to submit your payment details. By submitting the foregoing information, you (i) accept these Student Discount Offer Terms and Conditions; (ii) consent to our use of your provided information in accordance with our Privacy Policy; (iii) acknowledge and agree to these Terms of Service; and (iv) agree that at the expiration of your status as a Qualifying Student, you will automatically continue to subscribe to the Paid Subscription on an annual recurring basis, at the non-discounted price in effect at the time of any such renewal. If you do not want to continue to subscribe to the BetterSleep (formerly Relax Melodies) Paid Subscription at the end of the Discount Period, you may cancel your subscription at any time. Cancellation will take effect at the expiration of the then-current Discount Period.
Ipnos reserves the right to terminate or modify this offer at any time for any reason.
The Services do not include maintenance and support services, although we try to help all our Users and respond to their requests. You can write to us at [email protected] if you have any requests regarding maintenance and support. Mobile Operators are not responsible for providing any maintenance or support services for our Apps.
We welcome your comments and recommendations for improvements to the Services (“Feedback”). You can submit feedback by emailing us at [email protected]. Notwithstanding anything to the contrary, we are the sole owner of all Feedback, including any suggestions, enhancement requests, recommendations or other feedback provided by you to us, and you hereby assign to us, without limitation of any kind, all of your rights, titles and interests therein to use such Feedback for any purpose.
Nothing in this Agreement shall be construed as forming any relationship of employment, partnership, agency, trust, franchise, or joint venture between you and us, nor do they create any fiduciary duties.
No waiver or consent to depart from the requirements of any provision of this Agreement will be binding. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
You may not assign or otherwise transfer any of your rights or obligations under this Agreement to any third party without the prior written consent of Ipnos. No assignment or delegation by you shall relieve or release you from any of your obligations under this Agreement
If any provision of this Agreement is found to be invalid by any court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect.