GENERAL CONDITIONS OF USE FOR DREEM SITES

Applicable with effect from: 15/02/2019 - Last GCU version: 12/07/2017

The Terms & Conditions of Use set out herein are entered into between, firstly, the French simplified joint-stock company (SAS) Dreem, which has share capital of €65 910,59, and which is registered in the Paris Register of Trade & Companies under the number 803 359 850, the registered office of which is located at 7-11 boulevard Haussmann, 75009 Paris, France, and which is represented by the Chair thereof, Mr Hugo Mercier (hereinafter “Dreem”), and secondly, any and all physical person who has full legal capacity (hereinafter the “Customer”, “User” and “you”).

All words starting with a capital letter have the same meaning in GCU as the one given in Dreem’s T&C.

OBJECT

Welcome to Dreem! Dreem offers you an innovative product range for the management of your sleep, in order to improve cognitive performance, based on data gathered during your sleep (the “Products”). The products are offered by Dreem SAS, and by its parent companies and subsidiaries (referred to collectively by the terms “we” / “our”).

These General Conditions of Use (“GCU”), apply to your use of, and access to the websites www.dreem.com, mysleepprofile.dreem.com, shop.dreem.com, blog.dreem.com, morpheo.co, and to all other related websites (referred to hereafter as the “Websites”).

We may, at any time, update the Services and add or remove functionalities, the GCU in effect at the time of the order shall be applied. The new GCU shall come into force immediately after being published for all new orders.

PUBLISHER

The website dreem.com (referred to hereafter as the “Website”) is published by Dreem. The publication manager is Mr Hugo Mercier. The Site is hosted by Amazon Web Service.

For all information or questions, Dreem is at your disposal:

YOUR RIGHTS AND OBLIGATIONS - ACCEPTANCE OF THE GCU

The GCU define your contractual relations with Dreem, as well as the conditions under which the Website can be used.

The GCU, supplemented by our Confidentiality Policy and, as appropriate our General Conditions of Sale, express the entirety of the rights and obligations of the User and of Dreem and shall prevail over all other general, or special conditions not expressly agreed to by Dreem.

By accessing the Website, you unconditionally agree to Dreem’s GCU and T&C. You shall not use the Website if you do not agree to these terms. In the event the Users do not wish to agree to the GCU, they must refrain from accessing the Websites.

USE OF THE WEBSITE

By using the Website, you certify you are at least eighteen (18) of age and have the legal capacity. In order to use the Website, you must have an iOS or Android compatible phone or a browser as well as internet access (the User bears these costs).

CONTENT

Content refers to all accessible information uploaded by Dreem.

The User has sole responsibility for the use he/she makes of the Content on the Website. Dreem shall not be liable for damages directly or indirectly caused by the use of this Content.

The User has sole responsibility for the use he/she makes of the Content on the Websites with hypertext links. Dreem disclaims any responsibility regarding the Content according to the provisions below.

The User shall take any appropriate steps to ensure the technical characteristics of his/her equipment allows the viewing of the Content.

ACCEPTABLE USE POLICY

We expect from our Users an acceptable use of our Services. To this end, you may not do, or attempt to do, or encourage a User or third party to do any of the following by accessing and using our services:

You acknowledge that any violation of Dreem’s GCU shall entitle Dreem to restrict your access to the Websites.

PERSONAL DATA

Under article 4 of the European Genera Data Protection Regulation (GDPR), Personal Data shall mean: any information relating to identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

By visiting our Websites, you agree to the collection of your Personal Data.

We collect Personal Data on:

Some of the Websites’ content might require that your register and provide Personal Data and in particular a password when creating a Customer account.

The identifier and the password are strictly personal. The User agrees to keep his/her password secret and not to disclose it in any form whatsoever. You are responsible for the protection of your identifier and password. Unless proven otherwise, any access to the Websites or any data transmission from the User’s access codes is assumed to have been made by the former. In the event of the loss or theft of your identifier and/or password, or if you are aware of your password being used by an unauthorized third party, you must immediately inform Dreem at the following address, in order to revoke your identifier and password and obtain new ones: support@dreem.com. Dreem will not, under any circumstances, be held responsible for the Websites being accessed by unauthorized third parties who have gained access through the illicit use of your identifier and password.

PURPOSE OF PERSONAL DATA PROCESSING

We process your Personal Data in order to maintain and improve our products and Websites and manage our client relationship.

Data processing by Dreem serves the following purposes:

Dreem meets all legal requirements regarding Data Protection and in particular fulfilled all formalities required by the CNIL, in compliance with Personal Data processing under number 1943967 v0 on March 31st, 2016.

SECURITY-CONFIDENTIALITY-RECEPIENTS

Data Protection is key in our privacy policy. We guarantee all Personal Data collected through our Website is kept confidential.

All collected data is transmitted and stocked by Dreem.

Dreem takes all necessary physical, organizational and technical measures to protect your Personal Data against its loss, improper use, unauthorized access, disclosure, modification and or destruction.

Employees who need access within the framework of their duties, to provide, operate, maintain and improve the Websites and Products, have sole access to your Personal Data. They are subject to an obligation of strict confidentiality.

Your Personal Data will not be sold, traded, transferred, nor given without your consent for any reason unless it is necessary for the services. However, when required by regulation, Dreem might be prone to transfer the collected Data to legally authorized organizations and authorities (such as judicial and administrative administrations).

Dreem does not retain payment method information. Dreem temporarily archives partial bank card details under article L.133-24 of the French Monetary and Financial Code (Code monétaire et financier) in case of a litigation regarding a transaction. Additional security measures, such as SSL encryption or fraud management services, are put in place when we collect or transfer your payment data.

To ensure confidentiality of your Personal Data, Dreem guarantees to host User’s Personal Data on its own servers or on its subcontractor’s servers on:

In the event your Data is transferred to a country that does not provide adequate level of protection, in particular when using a subcontractor, Dreem commits to conclude contractual clauses that meet the European Commission’s standards.

By way of exception, if you visit the Websites from the United States of America, please note that your Personal Data will be retained by the USA.

However, Dreem does not host health Data under article L.1111-8 of the French Public Health Code (Code de la Santé Publique) and does not use such a provider, as your Personal Data regarding the prevention, diagnosis or treatment, social or medico-social monitoring is not collected.

In the event Dreem uses a subcontractor for the storage of your Personal Data, the latter will be subject to the GDPR.

DURATION OF DATA RETENTION

Dreem will retain your Personal Data for a period of time that does not exceed the end to which it is collected and processed. After this duration, your Personal Data might be stored to respect the legal and regulatory obligations Dreem is subject to and deleted no longer than ten (10) years later unless a litigation arises.

Personal Data that allow to establish proof of a right or contract or that are retained by Dreem due to a legal obligation are archived in accordance with the applicable law.

RIGHT TO ACCESS, RECTEFY, OBJECT OR DELETE

In compliance with the Personal Data protection regulation, you are entitled to access, rectify, delete your Personal Data and object to its processing and decide what will happen to them should you die.

You can exercise your rights and submit your requests by sending an email or a letter accompanied by proof of your identity at legal@dreem.com – Dreem, 7-11 Boulevard Haussmann – 75009 Paris or by filling in the contact form provided on the Website.

We commit to examine and resolve any complaint, claim or litigation amicably and within a reasonable time.

COOKIES

Cookies might be installed on your device when using the Website. Therefore, when connecting to the Website for the first time, you will be informed of this use and your consent will be required for the usage and exploitation of those cookies.

Some Data will be collected and processed when using the Website such as the User’s IP address, browser characteristics, languages, software used by the User’s machine, navigation and connection data… Audience measurements are also carried out (number of viewed pages, activity, how frequently visitors return to the Website…)

For this purpose, Dreem sets up automatic tracing called “Cookies” (session cookies and permanent cookies).

Cookies are small files of data saved on your terminal (computer, pad, phone, or other devices…) when you browse and use our Website. They are saved until their useful life has expired or you have deactivated or deleted them through your browser’s features. Those Cookies allow our Website to recognize your browser and seize and retain some information such as Personal Data.

Cookies that are dropped and read on your hard drive have the following objectives:

In compliance with the Data Protection guidelines, you are informed that Cookies are saved only as long as needed for the objectives for which they were saved and within a maximum of thirteen (13) months.

You must access your browser’s settings to deactivate your cookies. The procedure is described either in your browser’s help menu or the editor’s website. In case of deactivation, some of the Website’s features will not be fully functional.

Furthermore, if your computer’s browser refuses some temporary cookies, access to the Website may be altered or impossible.

Dreem authorizes third party companies to issue from the Website their own cookies, this is the case of third-party apps through the “Share” or “Recommend” buttons derived from the social networks “Facebook”, “Twitter”, …

AVAILABILITY OF THE SITE

Dreem commits to take all reasonable measures to ensure a quality access to its Website at all time, 24/7, but is bound by no obligation to do so, especially in the event of force majeure, network failure, server failure, or any other event beyond its control.

Dreem may interrupt, suspend or temporarily, and without notice, modify access to the Website, particularly for reasons of security, for restructuring machine resources, for maintenance, or for the improvement of the Sites, or to improve the availability of information via the Internet. Whenever possible, Dreem will notify you in advance of this interruption to the Website. In all cases, Dreem shall employ its best efforts to ensure that the interruption affects you as little as possible. Dreem cannot be held responsible for any damages caused by these interruptions, including loss of Data.

Therefore, Dreem does not guarantee availability of the Website, transmission reliability, or quality or time performances.

CREATION OF HYPERLINKS

The creation of a hypertext link from the Applications or the Site to an external site or resource by the User is prohibited.

The installation of hypertext links to a page in the Applications or Website is permitted, as long as Dreem’s rights are respected, and the sources and date of the most recent update of the page is mentioned, and the text on this page is not misrepresented. Dreem is not liable for hyperlinks created by Users.

However, Dreem reserves the right to require removal of hypertext links as soon as they are non-compliant with the Website’s purpose. Moreover, Dreem can allow you to publish on third party internet websites, apps, products or services. We shall not be held accountable for third party “websites’’ information, content or practices.

Please note that when you use a link towards another website, our GCU do not apply. Your browser and your actions on all other websites, as well as those we refer to, have their own policy. Furthermore, you are solely responsible for the content you decide to publish on or via third party websites.

RESPONSIBILITIES AND WARRANTEES

Dreem’s undertakings under the terms of the present GCU constitute an obligation of means.

Dreem has no control over how you use or interpret the information and advice shared on the Website. They are your sole responsibility.

Within the limits of the law, Dreem, its subsidiaries, distributors, suppliers, shall not be held liable, in any way whatsoever, for any direct or indirect, tangible or intangible prejudice such as the loss or destruction of data, the loss of profit and actual or potential profit even if notified of the possibility of such damages.

In the event of a conviction, the amount of the sentence shall not exceed the highest of these two amounts: (i) the total amount of the sums paid to Dreem during the last six (6) months, excluding the product price or (ii) one hundred (100,00) euros.

INTELLECTUAL PROPERTY RIGHTS

The Website as well as its Content including texts, graphics, images and sounds that they contain, are covered by intellectual property rights of which Dreem is the sole owner.

Unless expressly stipulated to the contrary, these GCU do not confer upon you any right, title, or interest in Dreem’s intellectual property rights.

Content is accessible to the User for personal, private, non-collective and non-commercial use.

Any reproduction and/or representation and/or partial or total operation of the Website’s Content, by any means, without Dreem’s written consent is strictly forbidden and may constitute trademark infringement under article L 335-2 onwards of the French Intellectual Property Code (Code de la propriété intellectuelle).

“Dreem” and “Rhythm” are the company’s trademarks. Any reproduction and/or representation and/or partial or total operation of those trademarks, by any means, without Dreem’s written consent, is strictly forbidden.

You shall refrain from infringing Dreem’s intellectual property rights, either directly or indirectly, the use of the Website shall not represent either an infringement or unfair or parasitic competition of the Website.

DISPUTE RESOLUTION

Before instigating any proceedings or claim against Dreem, you agree to seek to resolve the dispute amicably by contacting Dreem at this address: legal@dreem.com. We will seek to resolve the dispute amicably, contacting you by email, within a maximum of thirty (30) days.

Any claim, whether on an amicable or legal basis, relating to the execution or interpretation of the GCU, must be formulated within one (1) year as from the operative event, or from the de-activation of the account, otherwise all rights of claim will be lost.

Any dispute that may arise from the use of the Websites or that relates to the execution or interpretation of the GCU shall be governed by French law and shall be subject to the exclusive jurisdiction of the courts having competence.

NOTIFICATIONS

When using our Services and through these GCU, you authorize Dreem to send you all notifications and newsletters to the email address used to create your account and thus according to your choice. For the avoidance of doubt, you will be deemed to have received all notifications sent by virtue of these present GCU, when they are sent by Dreem. If you decide that you no longer wish to receive these notifications by email, you must send a request to: support@dreem.com.

INTERPRETATION

In the event of a difficulty in the interpretation in relation to any of the titles appearing at the head of the clauses and any of the clauses themselves, the titles shall be declared non- existent.

NULLITY

The nullity of one clause does not entail the nullity of the GCU, with the exception of an essential and fundamental clause that was decisive in one of the Parties entering into the contract. The cancelled stipulation(s) shall be deemed null and void.

NO WAIVER

No failure or delay on the part of any Party hereto in exercising any right, power or remedy thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted thereunder must be in writing and shall be valid only in the specific instance in which given.