SOLTEC HEALTH TERMS & CONDITIONS

PLEASE REVIEW THESE TERMS OF USE (“TERMS”) THOROUGHLY. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND SOLTEC HEALTH (REFERRED TO AS “SOLTEC”).   BY ACCEPTING ELECTRONICALLY (FOR EXAMPLE, CLICKING “I AGREE”), INSTALLING, ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS FOR USE OF THE SOLTEC•HEALTH™, SOLTEC Z•GEN™, Z•TRACK™ ANALYST, SOLTEC•Z™ MOBILE APPLICATION SOFTWARE, SOLTEC•S™ MOBILE APPLICATION SOFTWARE, THE SOLTEC•Z AND SOLTEC•S SUBSCRIPTION SERVICE(S) USED IN CONJUNCTION WITH Z•TRACK) (“SUBSCRIPTION”), AND THE SERVICES, CONTENT, WEBSITES, OR APPLICATIONS OFFERED, FROM TIME TO TIME, BY SOLTEC IN CONNECTION THEREWITH (COLLECTIVELY, THE “SERVICE(S)”). IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MAY NOT USE THE SERVICES.

You agree to the applicable SOLTEC Privacy Policy, and any changes published by SOLTEC. You agree that SOLTEC may use and maintain your data according to the SOLTEC Privacy Policy, as part of the Services.

The SOLTEC Services have been developed and are owned by ROUND RIVER RESEARCH CORP. which is referred to as “SOLTEC”, “we”, “us” or “our” in these Terms.  You are referred to as “you” or “your” in these Terms.

1. YOUR RIGHTS TO USE THE SERVICES

1.1 License Grant. Subject to the Terms and for so long as you meet all applicable payment obligations, SOLTEC grants you a personal, non-exclusive, non-transferable, limited term, license to access and use the Services solely in the manner permitted under these Terms. SOLTEC and its licensors reserve all rights in and to the Services not expressly granted to you. You will be responsible for providing all equipment and internet connectivity necessary to use the Services at your own expense.

1.2 Updates. From time to time, SOLTEC may make scheduled and/or unscheduled deployments of updates to the Services. During such deployments, all or selected portions of the Services may be unavailable. In the event SOLTEC provides you with updates, you agree that any such updates will be governed by these Terms.

1.3. Restrictions on Use. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

copy or otherwise reproduce or permit the copying or other reproduction of all or any part of the Services except as otherwise permitted herein;

reverse engineer, decompile, disassemble or create derived works based on the Services;

modify, adapt, translate into other programming forms or languages or extend the Services to operate in other environments or on other platforms, except in accordance with these Terms;

use the Services in any manner except as it is intended;

Provide access to or give any part of the Services to any third party.

Make the Services available on any file-sharing or application hosting service.

2. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

2.1 Customer Data. You retain ownership of your data that is processed or hosted by or through the Services, including any information provided by you for inclusion (“Customer Data”). Customer hereby grants to SOLTEC for the Term a non-exclusive, worldwide license to use, reproduce, distribute, display, and modify any Customer Data through your use of the Services in accordance with our Privacy Policy.

2.2 Intellectual Property Rights. All right, title and interest (including all intellectual property rights embodied therein) in and to the Services and will remain the sole and exclusive property of SOLTEC. These Terms grant you no title or right of ownership in or to the Services, any component thereof including source code, or to any associated materials, documentation, intellectual property, or in or to any derivates of the Services, enhancements, modifications or improvements thereto. You will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of SOLTEC or its affiliates in the Services. You may not remove or alter any of SOLTEC’s proprietary or copyright notices, trademarks or logos.

3. CHANGES

We reserve the right, in our sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time without notice. We may also change or discontinue the Services, in whole or in part. When changes are made to the Terms, we will revise the “last updated” date at the bottom of the Terms. Your continued use of the Services after we have posted any changes indicates your agreement to the changes.

4. ACCOUNT REGISTRATION

In order to use the Service, you pay any applicable subscription fees when due, and create an account (“Account”). You agree to provide true, accurate and complete information and keep your Account information current and updated. You shall not select or use as a username a name of another person with the intent to impersonate that person or use as a username a name subject to any rights of a person other than you without appropriate authorization. You are solely responsible for any and all activities that occur under your Account or password, and for keeping your Account password confidential and secure. You may never use another person’s account or registration information for the Services without permission. You agree to notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account or password. SOLTEC will not be liable for any loss or damage arising from your failure to comply with this Section.

5. ELIGIBILITY

You represent and warrant that you are aged 18 years or older and have the legal authority to accept these Terms of on your own behalf or any party you represent. Please also refer to the Medical Disclaimer in these Terms of Use.

6. CONTENT

6.1 SOLTEC may freely use feedback you provide. You agree that SOLTEC may use your feedback, suggestions, ideas or Content (as defined below) in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant SOLTEC a perpetual, worldwide, fully transferable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to SOLTEC in any way.

6.2 SOLTEC may monitor your Content. SOLTEC may, but has no obligation to, monitor content you upload, post, or other provide through the Services (“Content”). We may disclose any information necessary to satisfy our legal obligations, protect SOLTEC or its customers, or operate the Services properly. SOLTEC, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

6.3 Your Content. You represent, warrant and covenant that: (a) you shall not upload, post or transmit to or distribute or otherwise publish through the Services any materials which (i) restrict or inhibit any other user from using and enjoying the Services, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading indications of origin or statements of fact.

7. MEDICAL DISCLAIMER

SOLTEC IS NOT A HEALTH CARE PROVIDER AND WE ARE NOT ENGAGED IN THE PRACTICE OF MEDICINE. NO INFORMATION PROVIDED TO YOU SHOULD BE CONSTRUED AS MEDICAL ADVICE AND/OR TREATMENT. NO PHYSICIAN/PATIENT RELATIONSHIP IS CREATED BETWEEN YOU AND SOLTEC OR ANY OTHER PERSON BY REASON OF YOUR USE OF THE SERVICES OR UNDER ANY CIRCUMSTANCES. ANY INQUIRIES OR CONCERNS ABOUT HEALTH-RELATED MATTERS SHOULD BE ADDRESSED TO A PHYSICIAN OR OTHER MEDICAL PROFESSIONAL.

SOLTEC SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. SOLTEC PROVIDES THE SERVICES FOR YOU TO TRACK, MANAGE, AND SHARE YOUR SLEEP AND STRESS-RELATED INFORMATION.

ALL CONTENT, INCLUDING TEXT, GRAPHICS, IMAGES AND INFORMATION, CONTAINED ON OR AVAILABLE THROUGH OUR WEBSITE OR VIA OUR APPS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT PROFESSIONAL MEDICAL ADVICE.

We are not responsible for any health problems that may result from information or guidance you learn about through the Services. If you make any change to your sleep or activity based on the Services, you agree that you do so fully at your own risk.

8. PAYMENT

For Services offered on a payment or subscription basis, the following terms apply, unless SOLTEC or its third party affiliate notifies you otherwise in writing. These Terms also incorporate by reference and include program ordering and payment terms provided to you on the website for the Services:

Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

You must pay with one of the following:

A valid credit card acceptable to SOLTEC;

A valid debit card acceptable to SOLTEC;

By another payment option SOLTEC provides to you in writing.

If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

SOLTEC will continue your Services at the then-current rates, unless the Services are cancelled or terminated as permitted under these Terms or the applicable order form.

Additional cancellation or renewal terms may be provided to you on the website for the Services or on an applicable order form.

9. OTHER SOLTEC SERVICES

You may be offered other services, products, or promotions by SOLTEC (“Additional Services”). Additional terms and conditions and fees may apply. With some Additional Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant SOLTEC permission to use information about your business and experience to help us to provide the Additional Services to you and to enhance the Services. You grant SOLTEC permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

10. DISCLAIMER OF WARRANTIES

10.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOLTEC, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. SOLTEC AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.

10.2 SOLTEC, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

10.3 SOLTEC retains the exclusive right to replace (with a new or newly-overhauled replacement product) the SOLTEC•HEALTH, Z•TRACK, or SOLTEC Z•GEN or its components or offer a full refund of the purchase price at its sole discretion. SUCH REMEDY SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY. THE WARRANTY IS NOT TRANSFERABLE.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF SOLTEC, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THESE TERMS SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM COLLECTIVELY. SUBJECT TO APPLICABLE LAW, SOLTEC, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SOLTEC SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF SOLTEC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF SOLTEC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

12. INDEMNITY

You agree to indemnify and hold SOLTEC and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of or related to (i) your unauthorized use or misuse of the Services; (ii) any breach by you of the Terms or the foregoing representations, warranties and covenant; and (iii) your violation of any rights of a third party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. You shall cooperate as fully as reasonably required in the defense of any claim. SOLTEC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of SOLTEC.

13. TERMINATION

SOLTEC may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of our Services or systems and comply with applicable SOLTEC policy, or if you fail to comply with these Terms or other applicable agreement with SOLTEC or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect SOLTEC’s rights to any payments due to it.

14. EXPORT RESTRICTIONS

You acknowledge that the Services, including the mobile application, delivered by SOLTEC are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws, directly or indirectly.

15. GOVERNING LAW

Minnesota state law governs these Terms without regard to its conflicts of law provisions.

16. DISPUTES

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Minnesota law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND SOLTEC ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

17. RETURN

Return Policy

If you are dissatisfied with your SOLTEC•HEALTH, Z•TRACK, Z•GEN or the Services you may return your SOLTEC•HEALTH or Z•TRACK within sixty (60) days of receipt of your SOLTEC•HEALTH, Z•TRACK or Z•GEN for a full refund, less return shipping costs. In order to receive your refund, you must request a return within sixty (60) days of receipt the SOLTEC•HEALTH, Z•TRACK or Z•GEN.

To request a return, you must log into your account on our website to determine if you are eligible for a return under our 60-day return policy. If you are deemed eligible, you will be directed to an on-line return form and a Return Material Authorization number (“RMA”) and return shipping label will be provided to you.  Once you have requested your return, you are eligible for a refund less return shipping costs, as long as the SOLTEC•HEALTH, Z•TRACK, or Z•GEN are shipped in the original box or a box provided by SOLTEC and are received within thirty (30) days from the date you requested the return.

18. GENERAL

These Terms, including any applicable order forms or other agreements with SOLTEC, is the entire agreement between you and SOLTEC and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of these Terms is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. You cannot assign or transfer ownership of these Terms to anyone without written approval of SOLTEC. However, SOLTEC may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by SOLTEC or (c) a successor by merger. Any assignment in violation of this Section shall be void.