This document (the “Agreement”) is a legally binding agreement between you and Sleepio Limited, a company registered in England and Wales under number 06780612 (“Sleepio”) that governs your use of www.sleepio.com/clinic/ (“Sleepio Clinic” - a subdomain of the main website www.sleepio.com (the “Website”)) and a system for medical practitioners to monitor the progress of certain individuals using Sleepio’s online self-help sleep improvement program (the “Sleepio Service”). The Website, the Sleepio Service and Sleepio Clinic are owned and managed by Sleepio.
Please note that you must read and agree to the terms and conditions of this Agreement before you access Sleepio Clinic. If you do not agree to the terms and conditions of the Agreement, you may NOT use Sleepio Clinic. In particular, please note clause 3 (Disclaimer).
The terms “we”, “us”, “our” and “ours” when used in these terms mean Sleepio, which includes any parent company, subsidiaries, branches or affiliates under common ownership or control of Sleepio. The terms “you”, “your” and “yours” when used in these terms mean any medical practitioner who has been granted access by us to use the Sleepio Clinic service.
Please note that if you wish to access any other part of the Website you must read and agree with our standard Sleepio terms and conditions of use.
You acknowledge and agree that the Sleepio Service is a personalized self-help system designed to help individuals improve their sleep and that such users are solely responsible for deciding which of the suggested techniques are put into practice and how they are applied.
You understand that only you may use your Sleepio Clinic account, and that your account is only valid for your own personal, non-commercial use and may not be shared with others.
Sleepio reserves the right to vary this Agreement from time to time by amending this page. Any material amendments intended to bind an existing Sleepio Clinic account holder shall become effective after being displayed for on such user’s account page 7 days.
You are responsible for maintaining the confidentiality of any passwords, and are fully responsible and or liable for all activities that occur under your password and username, whether by you or by anyone else using your identity. Should your password be compromised by breaches of security such as, but not limited to, loss, theft and unauthorized disclosure, it is your responsibility to immediately notify us of the need to change or deactivate the password. Until we are so notified you will remain liable for any unauthorized use of your account.
The layout, design, content and graphics on Sleepio Clinic are protected by UK and other international copyright laws. Unless expressly permitted in writing and other than printing a small proportion of content or displaying this on your screen or both, (strictly for your personal non-commercial use), no part of Sleepio Clinic may be reproduced or stored in any medium, including but not limited to a retrieval system, or transmitted, in any form or by any means (electronic, mechanical, photocopying, recording, broadcasting), nor shown in public. You may not create any derivative work or make any other adaptation, without our prior written consent. You must not modify the copies you have displayed or printed in any way and you may not use any illustrations, photographs, videos or audio sequences or any graphics separately from any accompanying text.
The Sleepio logo, seen at the top of this page, and the name "Sleepio" are trademarks owned by Sleepio. Any use, including, but not limited to, framing, meta tags or other text using the Sleepio logo or the Sleepio name or other trademarks displayed, is strictly prohibited without our prior written consent.
We will determine, in our absolute discretion, whether there has been a breach of this Agreement through your use of Sleepio Clinic. When a breach of this Agreement has occurred, we may take such action as we deem appropriate, which may include all or any of the following actions:
We exclude liability for actions taken in response to breaches of this Agreement. The possible actions we may take on breach of this Agreement are not limited to those described here, and we may take any other action we reasonably deem appropriate.
To the fullest extent permitted by applicable laws, Sleepio, its affiliates, officers, directors, employees, licensors or any third parties exclude liability for any direct, indirect, incidental, special or consequential damages (including but not limited to any loss of data, service interruption, computer failure or pecuniary loss, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable) arising out of the use of or inability to use the Sleepio Clinic, even if you have advised Sleepio about the possibility of such loss, and including any damages resulting therefrom.
Nothing in this provision affects our or our contractors’ liability for death or personal injury arising from our (or their) negligence nor our (or their) liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter nor any other liability which cannot be excluded or limited under an applicable law.
Sleepio will make reasonable efforts to keep the Sleepio Clinic operational. However, certain technical difficulties, maintenance, or any other cause beyond our reasonable control (including (but not limited to) failure of the internet, natural disaster, labor shortage or dispute, or governmental act) may, from time to time, result in interruptions. Sleepio reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the Sleepio Clinic with or without notice. You agree not to hold us liable for any such failure or delay in performance and we agree to make all reasonable efforts to restore Sleepio Clinic (or any part thereof) as soon as practicable.
We may make software owned or operated by third-party companies available to you. You must only use this software in accordance with the terms and conditions imposed by the third-party provider.
Description of or reference to any organization, product, practitioner, publication or link to an external website does not imply endorsement by Sleepio. Equally the omission of any such names does not necessarily indicate a lack of endorsement by Sleepio.
You agree to indemnify and hold Sleepio and its officers, directors, employees and licensors harmless from any claim or demand (including but not limited to reasonable legal fees) made by a third party due to or arising out of or related to your violation of the terms and conditions of this Agreement or any applicable laws, regulations or third party rights.
Sleepio may assign (or otherwise transfer) this Agreement or any part of it without restrictions. You may not assign (or otherwise transfer) this Agreement or any part of it to any third party.
If any provision of the Agreement is held by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in full force and effect.
If we fail to insist that you perform any of your obligations under these terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
This Agreement is between you and us only and will become effective when you start using Sleepio Clinic and will remain effective until terminated by you or Sleepio. Sleepio reserves the right to terminate this Agreement or suspend your Sleepio Clinic account at any time in case of unauthorized, or suspected unauthorized use of Sleepio Clinic whether in contravention of this Agreement or otherwise. If Sleepio terminates this Agreement, or suspends your Sleepio Clinic account, for any of the reasons set out in this section, Sleepio shall have no liability or responsibility to you whatsoever.
Sleepio Clinic is controlled by Sleepio from its offices in the UK. Access to, or use of, Sleepio Clinic and any related information and materials, may be prohibited by law in certain jurisdictions. You are responsible for compliance with all applicable laws of the jurisdiction from which you are accessing the Website. We make no representation that the information contained herein is appropriate or available for use in other locations.
This Agreement and any contract between us, whether for use of the Website or other purpose, and any non-contractual obligations (if any) arising out of or in connection with these terms and conditions or any such contract will be governed by English law. The parties agree that the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement). Notwithstanding the foregoing, we reserve the right to bring legal proceedings in any jurisdiction where we believe a breach of this Agreement has originated.
The following provisions shall survive termination of this Agreement: Clause 7 (Intellectual Property), Clause 10 (Limitation), Clause 13 (Indemnity), Clause 15 (Entire Agreement), Clause 16 (Severability and waiver) and Clause 18 (Governing Law and Disputes).