Terms of Service

Last Updated: June 27th, 2024

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Service (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and Insomnia Labs, Inc. dba Monterey AI (“Company” or “we” or “us”) concerning your use of (including any access to) our online interfaces and properties (e.g., mobile services, websites, and software and collaboration tools, products and services that link to this Agreement (collectively, the “Service”). This Agreement hereby incorporates by reference any additional terms and conditions posted by Company through the Service, or otherwise made available to you by Company.

BY USING THE SERVICE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE (UNDER APPLICABLE LAW) TO ENTER INTO THIS AGREEMENT.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SERVICE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Service and to any such Organization.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 19 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

  1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Service. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Service following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Service (including access to the Service via any third-party links); charge, modify or waive any fees required to use the Service; or offer opportunities to some or all Service users.

  1. Information Submitted Through the Service. Your submission of information through the Service is governed by Company’s Privacy Policy, located at www.monterey.ai/privacy-policy (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Service is and will remain accurate and complete, and that you will maintain and update such information as needed.

  2. Jurisdictional Issues. The Service is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Service is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

  3. Rules of Conduct. In connection with the Service, you must not:

  • Post, transmit or otherwise make available through or in connection with the Service any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the owner.

  • Post, transmit or otherwise make available through or in connection with the Service any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

  • Use the Service for any commercial purpose that is unauthorized, or for any purpose that is fraudulent or otherwise tortious or unlawful.

  • Harvest or collect information about users of the Service.

  • Interfere with or disrupt the operation of the Service or the servers or networks used to make the Service available, including by hacking or defacing any portion of the Service; or violate any requirement, procedure or policy of such servers or networks.

  • Restrict or inhibit any other person from using the Service.

  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Service except as expressly authorized herein, without Company’s express prior written consent.

  • Reverse engineer, decompile or disassemble any portion of the Service, except where such restriction is expressly prohibited by applicable law.

  • Remove any copyright, trademark or other proprietary rights notice from the Service.

  • Frame or mirror any portion of the Service, or otherwise incorporate any portion of the Service into any product or service, without Company’s express prior written consent.

  • Systematically download and store Service content.

  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Service content, or reproduce or circumvent the navigational structure or presentation of the Service, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Service’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Service for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Service. You must comply with any specifications and documentation made available by Company from time to time (“Specifications”).

  1. Paid Services.

The Service may make available listings, descriptions, and images of goods and services, including those available under a Membership Plan (as defined below) set forth in any separate order form between the Company and you (collectively, “Paid Services”), or related coupons or discounts. Paid Services may be made available by Company or by third parties, and may be made available for any purpose, including general information purposes. The availability through the Service of any listing, description, or image of a third-party Paid Service does not imply our endorsement of the third-party Paid Service or affiliation with the provider of any third-party Paid Service. We make no representations as to the completeness, accuracy, reliability, validity, or timeliness of such listings, descriptions, or images (including any features, specifications, and prices contained therein). Such information and the availability of any Paid Service (including the validity of any coupon or discount) are subject to change at any time without notice.

Certain features, content, functionalities, and other aspects of the Service may be available through programs for users with valid memberships (each such membership program, a “Membership Plan”). The duration of the membership period for each Membership Plan (the “Membership Term”), the fees for each Membership Plan (the “Membership Fee”), and other related payment terms (e.g., due dates) will be set forth in a separate order form between the Company and you, and are subject to change by the Company from time to time.

After an initial Membership Term, each Membership Plan will automatically renew for subsequent renewal periods of the same duration as the initial Membership Term, unless you cancel the Membership Plan by notifying us at contact@monterey.ai, at least forty-eight (48) hours before the renewal date, that you wish to cancel your Membership Plan or do not wish to automatically renew your Membership Plan. You understand and agree that your Membership Plan(s) will automatically continue for additional periods, unless you cancel or do not renew in accordance with this Agreement, and you authorize Company (without notice to you, unless required by applicable law) to collect and charge the then-current Membership Fee(s) and any applicable taxes, for each such renewal, using any payment card that Company has on file for you. You agree to provide Company with alternate payment card information if the payment card Company has on file for you is no longer valid, or if you choose to use a different payment card.

If you decide to cancel your participation in a Membership Plan, your participation will automatically end at the end of your then-current Membership Term. For clarity, if you cancel in the middle of a Membership Term, your participation will continue until the end of that Membership Term. To cancel your participation in a Membership Plan, please contact us at contact@monterey.ai.

Company reserves the right, in its discretion, to exclude any individual(s) from any Membership Plan or to terminate participation in any Membership Plan, for any reason, including abuse of the Membership Plan, failure to comply with this Agreement, or fraud, misrepresentation, or other conduct detrimental to the interests of the Company. Any such exclusion or termination may affect eligibility for further participation in any Membership Plan.

Membership Plans may be subject to additional or different terms, conditions or policies, as made available under a separate order form between the Company and you. In the event of any conflict between any such other terms, conditions or policies, and this Agreement, such other terms, conditions or policies will control with respect to the applicable Membership Plan.

Your Membership Plan may start with a free trial period in the Company’s discretion. You will be charged the applicable Membership Fee for the initial paid Membership Term at the end of the free trial period, unless you cancel your free trial before the end of the free trial period. The duration of the free trial period may differ for different users, and, if you receive a free trial, the duration will be specified by the Company during your Membership Plan registration process.

  1. Payments, Refunds and Cancellation.

If you participate in a Membership Plan or purchase any Paid Services, you are responsible for payment of the applicable Membership Fee and other fees, and all applicable taxes. All purchases are final. Except as otherwise required by applicable law, any paid Membership Fees (or payable Membership Fees for the remainder of a Membership Term) are non-cancellable and non-refundable.

All fees are in U.S. Dollars and shall not be subject to setoff, deduction or withholding. All fees are exclusive of all applicable taxes (including value added tax, sales tax, goods and services tax, etc.), and you shall be responsible for payment of all applicable taxes.

As part of registering for (or submitting information to receive) Paid Services, you authorize Company (either directly or through its affiliates, subsidiaries, or other third parties) to request and collect payment (or otherwise charge, refund, or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Company may consider appropriate to validate your designated payment account or financial information, including for the purpose of receiving updated payment details from your payment, credit card, or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company). YOU ACKNOWLEDGE AND AGREE THAT WE MAY SUBMIT CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. YOU ALSO REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT, CREDIT CARD OR BANK ACCOUNT THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION.

Company reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Service (including any Paid Service), to impose conditions on the honoring of any coupon, discount or similar promotion, to bar any user from making any transaction, and to refuse to provide any user with any Service. Cancellations will be subject to Company’s then-current cancellation policies. You agree to pay all charges incurred by you or on your behalf through the Service, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your transactions. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

If a Service or product is listed at an incorrect price due to typographical error, or error in pricing information received from a third party, we may refuse or cancel any orders placed for the Service or product listed at the incorrect price. We may refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we will promptly issue a credit to your credit or debit card account in the amount of the charge.

  1. Registration; User Names and Passwords. You may need to register to use all or part of the Service. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Company, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your Service account.

You may have the ability to create profiles within your account for individuals who may receive the benefit of the Service through your account (“Additional Users”) to the extent permitted by the functionality of the Service and any applicable order form, so long as such Additional Users are of legal age in the applicable jurisdiction and the other requirements set forth in this section are met. You hereby agree to the terms and conditions of this Agreement on behalf of each of your Additional Users. You are responsible for ensuring that each of your Additional Users complies with such terms and conditions, and for all of their acts and omissions with respect to the Service or this Agreement.

  1. Profiles and Forums. Service visitors may make available certain materials (each, a “Submission”) through or in connection with the Service, including on profile pages or on the Service’s interactive services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Company has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SERVICE, YOU DO SO AT YOUR OWN RISK.

  2. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display, create derivative works of, adapt, modify and otherwise use, such Submission solely for the purpose of providing the Service.

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Service or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Company under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Service, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a) above. If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you agree not to assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Company or its affiliates that allege that the Service infringes, misappropriates, or otherwise violates any intellectual property rights (including patents).

  1. Monitoring. We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Service, or analyze your access to or use of the Service.

  2. Your Limited Rights. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Service for your internal business operation use only, to the extent permitted by the features of the Service. Organizations, companies and businesses may not use the Service without express prior written consent from Company.

We may also make available software to access the Service via a mobile application (“App”). Any App is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by Company to use the App, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the App on a mobile device that you own or control, solely for your internal business operation use. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the App and remove (that is, uninstall and delete) the App from your mobile device.

  1. Company’s Proprietary Rights. We and our suppliers own the Service and all copies, improvements, enhancements, modifications, and derivative works thereof, including all patent, copyright, trade secret, trademarks and other intellectual property rights related thereto (collectively, “Company IP”), which are protected by proprietary rights and laws. We and our suppliers retain all right, title and interest in and to all Company IP, and reserve all rights not expressly granted to you hereunder. No rights are granted to you by implication, estoppel, statute, operation of law or otherwise. You hereby irrevocably assign and agree to assign to Company all right, title and interest in and to any Company IP automatically upon the acquisition of any such right, title or interest.

All trade names, trademarks, service marks and logos on the Service not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Service should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

  1. Third Party Materials; Links. Certain Service functionality may make available access to information, products, services and other materials made available by third parties, including Submissions, design files, plugins, component libraries and code components (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by Company with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Service at any time. In addition, the availability of any Third Party Materials through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).

  1. Promotions. Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Service may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

  2. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICE (INCLUDING ANY PAID SERVICE) AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

While we try to maintain the timeliness, integrity and security of the Service, we do not guarantee that the Service is or will remain updated, complete, correct or secure, or that access to the Service will be uninterrupted. The Service may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Service. If you become aware of any such alteration, contact us at support@monterey.ai with a description of such alteration and its location on the Service.

  1. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE (INCLUDING ANY PAID SERVICE) OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICE; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE GREATER OF (1) THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO COMPANY TO USE THE SERVICE DURING THE TWELVE MONTHS BEFORE THE ALLEGED BREACH OR (2) ONE HUNDRED U.S. DOLLARS ($100). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

  2. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Service (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.

  3. Termination. This Agreement is effective until terminated. Company may terminate or suspend your use of the Service at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement; provided that, upon a termination of the Agreement (other than due to your breach of the Agreement), Company will provide you a pro rata refund of pre-paid unused fees, unless, in our reasonable determination, we are not legally permitted to do so. Upon any such termination or suspension, your right to use the Service will immediately cease, and Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 4, 9, 10, 12, 13, and 15–25 shall survive any expiration or termination of this Agreement.

  4. GOVERNING LAW; ARBITRATION. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

  1. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Company does not endorse any of the products or services listed on such site.

  2. Information or Complaints. If you have a question or complaint regarding the Service, please send an e-mail to contact@monterey.ai. You may also contact us by writing to 7087 Utica Court, Dublin, CA 94568, or by calling us at (724) 986-4445. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

  3. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Service infringe your copyright, you (or your agent) may send to Company a written notice by mail or e-mail, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Copyright Agent c/o Insomnia Labs, Inc. as follows: By mail to Legal Department of Insomnia Labs Inc. 7087 Utica Court, Dublin, CA 94568; or by e-mail to contact@monterey.ai. Legal Department’s phone number is (724) 986-4445.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

  1. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

  2. Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Company. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and Company relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Service or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Company will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

  3. Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Company in accordance with the “Information or Complaints” section above. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the App may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Company’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.

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