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General conditions of use for rythm sites, products and services

Applicable with effect from: July 31, 2017

The present General Conditions of Use are concluded between, for the one part, the simplified joint stock company [société par actions simplifiée] Rythm, with a capital of 44,068.03 euros, with V.A.T. number FR 05 803359850, registered on the Paris Companies Register under the number 803 359 850, whose head office is located at 5 rue Scribe, 75009 Paris, and represented by its Chairman Mr Hugo Mercier (referred to hereafter as “Rythm”), and for the other part, any natural person having full legal capacity (referred to hereafter as the “User|” and “you”).

Object

Welcome to Rythm! Rythm 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 Rythm 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 web site dreem.com and to all other related sites (referred to hereafter as the “Sites”), as well as the services provided by Rythm via the intermediary of the Sites (referred to hereafter as the “Services”) and the Products, where these are necessary for the provision of the Services. We may, at any time, update the Services and add or remove functionalities, so long as we inform you of this, at the email address associated with your account, in the event of modifications substantially affecting your facility to use them.

The Products and Services are not intended for children and must not in any case be used by a minor (aged under 13 years). By using these Services, you declare and warrant that you are an adult and that al the information concerning you is accurate and a reflection of reality.

Publisher

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

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

Your rights and obligations

Acceptance of the gcu

The GCU define your contractual relations with Rythm, as well as the conditions under which:

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 Rythm and shall prevail over all other general, or special conditions not expressly agreed to by Rythm.

By using our Products and Services, you unreservedly accept these GCU and our Confidentiality Policy, and, as appropriate, our General Conditions of Sale. You must not in any case use our Products and Services if you do not subscribe to these GCU.

Certain Products offered by Rythm as forming an integral part of the Services may have their own GCU, applicable specifically to the use of this particular Service. In such a case, you must agree to these additional GCU, before being able to use the Service.

Content

The Services may enable any User to publish on the Site certain content and documents, such as data and information generated by your use of the Products and Services, as well as the comments and messages exchanged with other Users (hereafter referred to as “Content”). This content is visible by other Users and third parties.

By publishing Content, you declare and warrant (i) that you hold the rights and/or authorisation for the Content and, in particular, the rights and authorisations necessary for a licence to be granted to Rythm under the terms specified below and (ii) that all Content complies with these GCU.

Rythm reserves the option to remove or modify all Content considered to be (i) contravening the Acceptable Use Policy; (ii) promoting illegal activities; (iii) usurping the identity of a User or of a third party or (iv) liable to render Rythm liable in any way.

Permission to use content

Subject to the stipulations of our Confidentiality Policy, you grant to us a non-exclusive, irrevocable, and free, world-wide licence throughout the duration of the legal protection, enabling us to copy, translate, reproduce, represent, modify, execute, show, distribute, and more generally, to disclose to third parties, any Content published on the Site. This licence has the sole purpose of enabling us to improve our Products and Services. You acknowledge that Rythm cannot be required to use all or any part of your Content.

Your responsibilities

You are solely responsible for the content that you publish on the Site. As appropriate, you must comply with our Acceptable Use Policy. Content uploaded or posted on the Sites may be protected by intellectual property rights belonging to Users or third parties. You are expressly prohibited from copying, downloading, placing on line or sharing, placing on line, or sharing, deliberately or knowingly, the Content of other Users or third parties, unless you have been authorised in advance to do so by the holder of these rights.

Access to the Applications is by an identifier and password defined by the User. The identifier and the password are strictly personal. You are responsible for the protection of your identifier and password. 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 unauthorised third party, you must immediately inform Rythm at the following address, in order to revoke your identifier and password and obtain new ones: support@rythm.co. Rythm cannot under any circumstances be held responsible for the Site being accessed by unauthorised third parties who have gained access through the illicit use of your identifier and password.

Acceptable use policy

For your part we expect 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 the GCU shall entitle Rythm, notwithstanding any action that may be taken against you, to delete any Content that is contrary to the Acceptable Use Policy or to block, suspend or restrict your access to the Sites.

Application and documents

The use of certain functionalities or Services may require you to download our mobile applications (the “Applications”), and the Sites may similarly contain certain information and documents, such as technical data sheets and articles concerning the Services (referred to hereafter as the “Documentation”).

Subject to compliance with the GCU, Rythm grants to you a user licence on a personal basis, which is non-exclusive, non-transferable, temporary, and revocable, for the Applications and the Documentation. The right to use the Applications is limited to the object code of the Applications. Rythm is not required to make the object code available to the User. Rythm reserves the right to correct any defect in the Applications. You shall refrain from removing any distinguishing Rythm feature from the Application and/or Documentation, and from publishing, distributing, or modifying all or part of the Documentation.

Creation of an account

Certain functionalities of the Sites and/or Services may require you to register, by entering your forename, surname and email address and setting a password (hereafter referred to as the “Account”).

Use of the site and the applications

By using the Applications and Services and/or by connecting to the Sites, you certify that you are an adult and have legal capacity, and that you unreservedly accept the GCU.

In order to be able to use the Applications or the Site and to benefit from the Services, you need to have an IOS or Android compatible telephone or a web browser as well as Internet access (the cost of which is the responsibility of the User). The de-activation of JavaScript or of the saving of cookies may prevent the proper functioning of certain functionalities of the Services and/or Sites. These minimum technical configurations are liable to change without notice. You are responsible for the compatibility of your equipment and the Application or Site.

Availability of the site

Rythm undertakes to implement all reasonable means and resources at its disposal in order to provide a quality access to the Site at all times, 24/7, but has no obligation to achieve this, particularly in the case of a malfunction of the network, servers, or of any other event outside its control.

Rythm may interrupt, suspend or temporarily, and without notice, modify access to the Site, 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. Wherever possible, Rythm will notify you in advance of this interruption to the Site. In all cases, Rythm shall employ its best efforts to ensure that the interruption affects you as little as possible. Rythm cannot be held responsible for any damage caused by these interruptions, including loss of data.

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 Site is permitted, so long as Rythm’s rights are respected, and the sources and date of the most recent update of the page concerned is mentioned, and the text on the page in question is not misrepresented. Rythm’s liability may not be invoked due to hyperlinks created by a User.

Use of the services

Warnings, and safety and health recommendations

PHYSICAL SYMPTOMS: in rare cases, some people may suffer from episodes or malaises due to exposure to flashing lights, and due to the patterns created by the display of certain applications on the telephone or other devices. If you have suffered from such episodes or malaises in the past, or from any of the following symptoms: involuntary movements, tingling sensations, numbness or drowsiness, or problems with vision when using this type of application or this type of device, consult your doctor before using the Product. If these symptoms recur with the use of the Product and/or Applications, or if you experience undesirable symptoms or reactions due to your use of the Product, immediately cease using it, and consult your doctor immediately. In an emergency contact the emergency medical services.

In any case, you should avoid prolonged use of the Product or Applications, in order, as far as possible, to reduce any discomfort or fatigue in particularly ocular, muscular or articular.

The Rythm Products and Services are not intended to be used for diagnosis or treatment or to avoid illness. If you are suffering from a particular medical problem, particularly neurological, psychiatric, or linked to sleep, or if you are following medical treatment, do not use our Products and Services.

The use of the Products and Services cannot be a substitute for, or replace your own discernment, judgement and common sense. Please read, and adhere to all the safety directions detailed in the directions for use accompanying the product or any other functionality of the Services. The use of the Products and Services cannot be considered as a substitute for a medical consultation, and cannot enable you to carry out a diagnosis or to self-medicate. The information, recommendations, and advice appearing on the Site and/or in the Application do not exempt you from professional healthcare consultation.

Cancellation

You are free at any time to cease using our Products and Services and to suspend or to close your Account by sending an email request to the following address: support@rythm.co.

We also reserve the right to suspend or to close your Account:

The de-activation of your Account, for whatever reason, cannot in any circumstances give rise to the payment of any compensation, and shall be effective immediately.

Responsibilities and guarantees

Rythm’s undertakings under the terms of the present GCU constitute an obligation of means, whereby the provisions of services are executed in strict accordance with professional rules currently in use and the GCU.

Accuracy of information

Our aim is to provide to you, by means of the Services, information concerning your sleep and use of the Dreem band. However, the information and advice appearing on the Application and/or Site or derived from the Services is provided exclusively by way of information. In particular, they do not take into consideration your personal background. In addition, we cannot guarantee the reliability or accuracy of the information supplied, given the very many variables that we cannot control. The presentation of information produced by our Products and Services as well as the recommendations supplied by our Services cannot in any circumstances be a substitute for medical advice.

For any questions of a medical nature, the User is invited to consult their doctor. In consequence, the use of the Products, Services, Application and Sites for purposes other than for information or concerning well-being cannot in any circumstances engage the responsibility of Rythm.

Services offered “as seen”

Rythm provides its Services “as seen”. In consequence, Rythm does not give any guarantee, whether express or tacit, that the Services will be uninterrupted and error free. You acknowledge and accept that access to the Site is achieved via the Internet and that unknown technical factors may therefore affect this network and lead to slow running or non-availability or may prevent access to the Site. Rythm declines any responsibility concerning difficulties in accessing the Site due to disruption on the Internet, as well as concerning any malfunction of the Site, in the case where the configuration required is not adhered to, and including a lack of compatibility arising entirely or in part to a modification to the minimum configuration required.

Limitation of responsibility

Rythm has no control over the use or interpretation that you may make of the information and of the advice appearing on the Applications and/or the Sites, or derived from the Services. Any use or interpretation of the information and advice appearing on the Application and/or Site or derived from the Services is solely your responsibility.

The information and advice appearing on the Application and/or Site, or arising from the Services cannot be a substitute for an opinion, diagnosis, or prescription provided by a medical professional. The information does not exonerate the User, or a medical professional subsequently treating the User, from carrying out a medical consultation. The information cannot in any case be used as the basis for taking any kind of medical decision.

Within the limits permitted by law, in no circumstances may Rythm, its distributors, or suppliers be held responsible for any consequential injury and/or immaterial damage, such as the loss or destruction of data, loss of profits and earnings whether actual or potential, regardless of the cause and on any basis whatsoever, whether Rythm has or has not been informed of the possible occurrence or such injuries, damage, destruction or loss.

In the event of a finding against Rythm, the amount of the penalties ordered against it may not exceed whichever is the greater amount of these two sums: (i) the total amount of the sums paid to Rythm during the last six (6) months, excluding the purchase price for the Product, or (ii) one hundred (100.00) euros.

Transfer of the contract – sub-contracting

You acknowledge and accept that the contract placed with Rythm may be transferred to a third party without prior notification.

Rythm also reserves the right to transfer all or part of the execution of the provisions of services to sub-contractors meeting the same qualification requirements, particularly concerning guarantees and the use of data of a personnel nature relating to the User.

Intellectual property rights

Rythm’s intellectual property rights

The Application, Documentation, Products, and Services, as well as the information technology design and content of the Sites, including texts, graphics, images and sounds that they contain, are covered by intellectual property rights of which Rythm is the sole owner.

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

You shall refrain from infringing Rythm’s intellectual property rights, either directly or indirectly.

Dispute resolution

Before instigating any proceedings or claim against Rythm, you agree to seek to resolve the dispute amicably by contacting Rythm at this address: legal@rythm.com. We will seek to resolve the dispute amicably, contacting your 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 Products, Services and/or Sites 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 of PARIS.

Sundry

Modifications

We reserve the option of modifying these GCU at any time. Any modification shall be applicable from the time of its publication on our Site. By continuing to use the Application, Products, Services and/or Site, you will be deemed to accept the modification of the GCU.

If this modification significantly reduces your rights, we will inform you of this by sending you a notice to the email address associated with your Account. Refusal to accept a modification of the GCU shall exclude use of the Application, Products, Services and/or Site. Rythm reserves the right to cancel the contract placed with a User who rejects or does not adhere to the GCU, without the User being able to claim any compensation.

Notifications

By using the Services, you authorise us, by these present GCU, to send you all notifications to the email address used to create your account. 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 Rythm. If you decide that you no longer wish to receive these notifications by email, you must cease to use the Services.

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.

Effect of waiver

The fact of one or other of the Parties not invoking any one of the clauses at a given time or tolerating the non-execution on a temporary or permanent basis of the obligations of the other Party may not be interpreted as amounting to the renunciation of the option of relying on it subsequently. The fact of one or other of the Parties tolerating the non-execution or imperfect execution of the present GCU or, more generally, tolerating any act, abstention or omission by the other Party that does not comply with the provisions of the present GCU may not confer any right upon the Party having benefited from this tolerance or waiver.