Effective Date: January 1, 2025

These Terms of Use (“Terms”) apply to the use of the Lullabee, Inc. (“Lullabee”, “we,” “us,” or “our”) app that you download to your computer or mobile device and the services provided through the app (the “Services”). Your acceptance of these Terms creates a legally binding agreement between you and Lullabee.

You must accept these Terms to create a Lullabee account and to access or use the Services. If you do not have an account and/or if you do not accept these Terms, you may not use the Services. We reserve the right, at our sole discretion, to modify, replace, update or change any of these Terms. It is your responsibility to check these Terms periodically for changes. By continuing to use the Services, you agree to accept all such revisions, and any updated Terms.

READ OUR PRIVACY POLICY

For information about our data practices, please see our Privacy Policy at www.lullabee.com/privacy. By agreeing to these Terms, you agree that we can collect and use your information in accordance with the Privacy Policy.

USE OF THE SERVICES

You represent and warrant that you have the legal capacity to agree to these Terms and are at least 18 years of age or older. Additionally, you cannot access or use the Services if you have previously been suspended or removed from the Services.

You may only connect to the Services using (i) a device that is manufactured, distributed, or sold by Lullabee itself or through its authorized resellers or agents; (ii) our mobile applications; or (iii) our website (“Authorized Connections”). Any violation or attempted violation of this provision may result in the immediate termination of your ability to access the Services. If you have questions about whether a product, application or website qualifies as an Authorized Connection, please contact us at support@lullabee.com.

CREATING AN ACCOUNT

Full use of the Services requires that you create an account by providing us with information such as your full name and a valid email address, as well as a strong password. When creating an account, you represent and warrant that all information you provide to us is truthful and accurate. You are responsible for all activity that occurs in association with your account. Lullabee is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials. Please contact Customer Support at support@lullabee.com if you discover or suspect any security breach related to the Services or your account.

NECESSARY EQUIPMENT

Full use of the Services is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Services, and it is your responsibility to ensure the equipment’s functionality. You are responsible for all Internet access charges. 

OUR RIGHTS

“Lullabee Content” includes any photos, images, graphics, video, audio, data, text, music, comments, software, works of authorship of any kind, and other information, content, or other materials that are posted, generated, provided, or otherwise made available through the Services. Lullabee Content, the Services, and its underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. We reserve all rights not expressly set forth in these Terms. You agree not to remove, change or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Lullabee Content. Our logos and any other Lullabee trademarks that may appear on the Services, and the overall look and feel of the Services, including page headers, graphics, icons, and scripts, may not be copied, imitated or used, in whole or in part, without our prior written permission. Other trademarks, product, and service names and company names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder.

WHAT YOU CAN DO ON THE SERVICES

The Services are intended for your personal, noncommercial use.

Lullabee grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (1) access and use the Services, (2) access and view the Lullabee Content, and (3) access and use the software and mobile applications provided by or through the Services. This license is provided solely for your personal, noncommercial use and enjoyment of the Services as permitted in these Terms.

You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, license, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Lullabee Content, Services, or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Lullabee or its licensors, except for the licenses and rights expressly granted in these Terms.

Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Services: (1) use Lullabee’s name, any Lullabee trademark or logo, or any Lullabee proprietary information without Lullabee’s express written consent; (2) access or tamper with non-public areas of the Services, Lullabee’s computer systems, or the technical delivery systems of Lullabee’s providers; (3) test the vulnerability of any Lullabee system or breach any security or authentication measures; (4) circumvent any technological measure implemented by Lullabee or any of Lullabee’s providers or any other third party (including another user) to protect the Services; (5) access the Services or Lullabee Content through the use of any mechanism other than through the use of an Authorized Connection or the Services; (6) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that Lullabee provides to you or any other part of the Services; (7) use or attempt to use another user’s account without authorization, or impersonate any person or entity; (8) harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; (9) violate or breach applicable law, our rights or the rights of any third party; or (10) use the Services in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our users to any harm or liability of any type.

OUR ENFORCEMENT RIGHTS

We reserve the right (but are not required) to remove or disable your access to the Services or any Lullabee Content, at our sole discretion at any time and without notice, if we determine that the Lullabee Content or your use of the Services is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects the Services, and in response may take any action we may deem appropriate.

USE THE SERVICES AT YOUR OWN RISK

If you use or rely on any Lullabee Content or the Services, you do so solely at your own risk.

Our goal is to provide helpful and accurate information, but we make no endorsement, representation, or warranty of any kind about any Lullabee Content, Services, or any information, data, or results that you may receive through use of the Services. The accuracy of the data collected and presented through the Services is not intended to match that of medical devices or scientific measurement devices. We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of information you receive through the Services. Lullabee Content and the Services may change from time to time. Use of the Services should not replace your good judgment and common sense.

NO MEDICAL ADVICE

We provide the Services for you to track, manage, and share certain sleep related information. THE SERVICES AND ANY RESULTS OR CONTENT DISPLAYED VIA THE SERVICES DO NOT PROVIDE MEDICAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THE SERVICES ARE NOT INTENDED TO TREAT OR PREVENT ANY MEDICAL CONDITION. ALL CONTENT AVAILABLE THROUGH THE SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. USE OF THE SERVICES DOES NOT CREATE ANY PHYSICIAN-PATIENT RELATIONSHIP.

ALERTS AND NOTIFICATIONS

As part of your use of the Services, you may receive notifications, alerts, emails, and other electronic communications. You agree to the receipt of these communications. We may need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

THIRD-PARTY SERVICES

The Services may display or permit linking or other access to or use of third-party content, promotions, websites, apps, services and resources (collectively, “Third-Party Services”) that are not under Lullabee’s control. We provide these links only as a convenience and are not responsible for the products, services, or other content that are available from Third-Party Services. You acknowledge that any Third-Party Services that you use in connection with the Services are not part of the Services and are not controlled by Lullabee; Lullabee shall not be liable for such Third-Party Services; and you take sole responsibility and assume all risk arising from your interaction with or use of any Third-Party Services. You also acknowledge that these Terms and the Lullabee Privacy Policy do not apply to any Third-Party Services. You are responsible for reading and understanding the terms and conditions and privacy policy that applies to your use of any Third-Party Services.

CHANGES TO THE SERVICES

Lullabee may change or discontinue, temporarily or permanently, any feature, component, or content of the Services at any time without notice. Lullabee is not liable to you or to any third party for any modification, suspension, or discontinuance of any feature, component, or content of the Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by Lullabee products without prior notice to you.

TERMINATION

We reserve the right to suspend or deactivate your account or your access to certain aspects of or all of the Services, or to terminate these Terms, at our sole discretion, at any time and without notice or liability to you. Upon any such suspension, deactivation, or termination, we may delete or remove any data and information related to your account. If you delete the app from your device, your account will be automatically terminated.  If you subsequently re-install the app, you must agree to these Terms. Upon any termination of these Terms or suspension, termination, or discontinuation of the Services or your account, the following provisions of these Terms will survive: Sections 1, 2, 3, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18.

DISCLAIMERS

THE SERVICES AND LULLABEE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services or Lullabee Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the Services, any Lullabee Content, or any data or results you obtain by using the Services.

INDEMNITY

You will indemnify and hold harmless Lullabee and its officers, directors, employees, affiliates, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages, losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (i) access to or use of the Services by you or another user of your account, (ii) breach or alleged breach of any warranties made hereunder or violation of any other provision of these Terms by you or another user of your account, or (iii) violation of any law or the rights of any third party by you or another user of your account. We reserve the right to assume control of the defense of any claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

LIMITATION OF LIABILITY

NEITHER LULLABEE, ITS SUPPLIERS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LULLABEE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL LULLABEE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED $10.

REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR USE THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE THAT CLAIM OR CAUSE OF ACTION WILL BE BARRED FOREVER. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LULLABEE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, these Terms shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the “Uniform Arbitration Act”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, and, as to matters affecting copyrights, trademarks and patents, U.S. federal law, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to these Terms shall be brought and heard either in the North Carolina state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt. YOU AGREE THAT LULLABEE AND YOU ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY, AND YOU HEREBY AGREE THAT YOU MAY NOT AND WILL NOT PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY SUCH ACTION.

Notwithstanding the foregoing, Lullabee may seek injunctive or other equitable relief in any applicable state or federal court to protect its intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration. 

GENERAL TERMS

Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between Lullabee and you regarding your use of the Services and the Lullabee Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Lullabee and you regarding your use of the Services and the Lullabee Content.

If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Any notices or other communications provided by Lullabee under these Terms will be given: (i) via email or (ii) by posting to our website. For notices made by e-mail, the date of receipt on the message will be deemed the date on which such notice is transmitted.

Lullabee’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Lullabee. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Lullabee shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Lullabee’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

CONTACT US

PLEASE CONTACT US IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS.

You may contact us at support@lullabee.com.