Effective Date: January 01, 2021

Please read and review these Terms of Use carefully before accessing or using the Apnimed Inc. (“Apnimed,” “we,” “us,” “our”) website, located at https://apnimed.com/, (“Website”). By accessing or using this Website, you acknowledge that you have read, understood and agreed to these Terms of Use. If you do not agree to the Terms of Use, you may not access or use the Website.

Binding Arbitration

THESE TERMS OF USE CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND APNIMED MAY HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST APNIMED TO BINDING, CONFIDENTIAL AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. Please review the section below entitled, “Agreement to Arbitrate” for the details regarding your agreement to arbitrate any disputes with Apnimed.

Use of Website

The information provided on this Website is for general informational and educational purposes. Your access to and use of the information contained in the Website is subject to these Terms of Use. By accessing and using this Website, you accept, without limitation or qualification, these Terms of Use. You are solely responsible for the information you provide to the Website.

Changes to Terms

The Effective Date of these Terms of Use is set forth at the top of this webpage. We may change these Terms of Use from time to time in our discretion. Changes will be posted to this webpage. We encourage you to return to this webpage frequently so that you are aware of our current Terms of Use. Your continued use of the Website after the Effective Date constitutes your acceptance of the amended Terms of Use. The amended Terms of Use supersede all previous versions.

Medical Disclaimer

Apnimed does not practice medicine, render medical advice, or dispense medical services via this Website, and nothing contained in this Website is intended to be instruction for medical diagnosis or treatment. This Website may contain general information relating to various medical conditions and their treatment. Any information provided should not be considered complete, nor should it be relied on to suggest a basis for diagnosis or course of treatment for a particular individual. Such information is provided for informational purposes only and is not meant to be a substitute for a visit, call or consultation with, or the advice provided by a doctor or other qualified health care professional. Information received from this Website should not be relied upon for medical decisions. SHOULD YOU HAVE A MEDICAL CONDITION, SEE YOUR OWN MEDICAL DOCTOR OR HEALTH CARE PROVIDER. PATIENTS SHOULD ALWAYS CONSULT WITH A DOCTOR OR OTHER HEALTH CARE PROFESSIONAL FOR HEALTHCARE RELATED QUESTIONS, MEDICAL ADVICE OR INFORMATION ABOUT DIAGNOSIS AND TREATMENT.

This Website may contain information on pharmaceutical and medical device products. These products may be available upon prescription from a medical doctor or qualified medical professional only, and not all such products may be available in all countries. You should always obtain complete medical information about your prescription medicines or medical devices (including their beneficial medical uses and possible adverse effects) by discussing the appropriate use of any medicine(s) or medical devices directly with your prescribing physician. Information on these products may vary by country. Patients, physicians and other medical professionals should check with local medical resources and regulatory authorities for information appropriate to their country. Current laws and regulations of certain countries may limit (or even prohibit in some instances) the ability of Apnimed to provide information and/or to respond directly to patient questions regarding its prescription products.

Content

Apnimed will use reasonable efforts to include accurate and up-to-date information on this Website but makes no warranties or representations of any kind as to its accuracy, currency or completeness. You agree that access to and use of this Website and the content thereof is at your own risk. Neither Apnimed nor any party involved in creating, producing or delivering this Website shall be liable for any damages, including without limitation, direct, incidental, consequential, indirect or punitive damages, arising out of access to, use of or inability to use this Website, or any errors or omissions in the content thereof. This limitation includes damages to, or for any viruses that infect, your computer equipment.

License for Your Use

For any period of time that you use the Website and abide by the Terms of Use, Apnimed grants to you a limited, revocable and nonexclusive license to access the Website for your personal use but not to copy, download, modify, reproduce or otherwise exploit for any commercial purpose the Website or its content or the products, or any portion thereof, except as set forth herein. You may not utilize framing to enclose any trademark, logo, content or other proprietary information contained on the Website without the express written consent of Apnimed. You may not use any meta tags or any other “hidden text” utilizing Apnimed’s name or trademarks without the express written consent of Apnimed. You agree to use the Website and products only for lawful purposes, and you acknowledge that your failure to do so may subject you to civil or criminal liability.

You are prohibited from violating or attempting to violate the security of the Website, including, without limitation, by (a) accessing data not intended for such user or logging onto a server which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) accessing or using the Website or any portion thereof without authorization; or (d) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

You are prohibited from using the Website:

• In any way that violates any applicable federal, state, local or international law or regulation;
• To engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website or expose them to liability;
• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website;
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the materials on the Website;
• Use any manual process to monitor or copy any of the materials on the Website or for any other unauthorized purpose without our prior written consent;
• Use any device, software or routine that interferes with the proper working of the Website; or
• Otherwise attempt to interfere with the proper working of the Website

Any unauthorized use or violation of the Terms of Use automatically terminates the license granted by Apnimed to access and use the Website, and Apnimed may block your access to the Website or block your IP address.

Independent Arbitration Agreement

In consideration of and as a condition of your use of the Website you and Apnimed (collectively, “the parties”) agree as follows (the “Arbitration Agreement”):

Applicability; Exclusions; Court and Jury Trial Waiver

The parties agree that any and all covered disputes (as defined below) that either party has the legal right to sue for in court, whether now or in the future, shall be subject to final and binding arbitration under the arbitration provisions set forth below. This means that the parties have selected arbitration as the sole and exclusive forum for the parties to sue or be sued in for all covered disputes, regardless of when the dispute first arose or arises and irrespective of the time period(s) involved in the dispute. The term “covered disputes” means all disputes and claims between the parties, including any disputes or claims: arising out of or relating to these Terms of Use; relating to the relationship between the parties; arising under the California Consumer Privacy Act (“CCPA”) or any other state, federal, or international law(s) of similar import, and all other claims or disputes under federal, state, and local statutes and laws, municipal ordinances, executive orders, contract, tort, public policy, or common law (judge-made law).

The parties intend to require arbitration of all covered disputes that can lawfully be arbitrated. It is understood by the parties that the term “covered disputes” shall cover and include all such disputes not only between the parties to these Terms but also all disputes or claims against any of your heirs, executors, personal representatives, and assigns, and all such disputes or claims not only against Apnimed but also against any and all of its affiliates, subsidiaries, and parents collectively and its and their predecessors and successors and any of its and their collective officers, agents, employees, members, shareholders, directors, managers, and attorneys.

Usage of JAMS Streamlined or Comprehensive Arbitration Rules and Procedures; Arbitrator to Decide All Issues; Arbitrator’s Decisions Are Final and Binding

Either party shall initiate arbitration under either the JAMS Streamlined or Comprehensive Arbitration Rules and Procedures (which are currently available for review at https://www.jamsadr.com/adr-rules-procedures/). The arbitrator (and not a court) shall decide all issues in any covered dispute including, but not limited to, issues regarding the non-availability of class arbitration, timeliness, scope of arbitrator’s authority, arbitration procedures, any issues regarding arbitrability of the parties’ dispute, statute of limitations, and all other issues regarding the application, interpretation, and implementation of these Terms. The arbitrator’s decisions shall be final and binding. The parties agree that a court of competent jurisdiction shall have the authority to enter a judgment upon the award made by the arbitrator or to confirm an arbitration award, and any such proceeding shall not itself be deemed a covered dispute.

Selection and Authority of Arbitrator; Full Remedies Available; Enforceability

The parties agree that a single arbitrator shall be selected by the parties consistent with the applicable JAMS Rules and Procedures as they exist at the time of the Terms’ execution. To the fullest extent permitted by law, the arbitrator shall have the power and authority to award any remedy or relief available under applicable law and shall be the sole authority to interpret and apply the provisions of these Terms. The arbitrator shall have the authority to apply any federal, state, local, or municipal law, or executive order, or any common law that the Arbitrator deems applicable to the covered dispute. If there are any ambiguities in these Terms, it is the parties’ intent that all ambiguities be resolved in favor of arbitration. If any provision of this Arbitration Agreement is unenforceable, the remainder of this Arbitration Agreement shall remain in full force and effect.

Class and Collective Action Waiver; No Consolidated or Joint Actions

The parties agree that all covered disputes brought against each other will be arbitrated on an individual basis only and not in a class action arbitration, a collective action arbitration, or on any other group, representative, consolidated, or joint basis. The arbitrator shall have no authority to consider or resolve any covered dispute or any claim or issue in a covered dispute on any basis other than on an individual basis and may not proceed or direct the parties to proceed on a class or collective action basis or consolidate or join one or more covered disputes pertaining to you with any other individual’s or entity’s covered dispute(s). The provisions in this Arbitration Agreement mean that both parties waive their right to commence, become a party to, or in any way participate in any class action, collective action, or group or representative action or claim against the other party or in any such action or claim consolidated or joined with another party, with respect to any covered dispute, and each party agrees to opt-out of or be severed from any such action or proceeding.

Fees, Award

The parties agree that they shall share equally (each pay one-half) the fees and costs of the arbitrator and the fees and costs of arbitration charged by JAMS; except that: (i) in all cases where required by law, Apnimed will pay the full amount of the arbitrator’s and JAMS arbitration fees and costs; and (ii) where the arbitrator determines that it is appropriate or necessary based on your financial resources, Apnimed shall pay more than one-half, in an amount to be determined by the arbitrator as fair and equitable. Each party shall bear the cost of his/her/its own legal fees and costs, including but not limited to attorneys’ fees and expert witness fees, subject to any right to recover such fees and costs under applicable law, which the arbitrator shall apply where applicable. In rendering an arbitration award, the arbitrator shall apply applicable and appropriate law and shall award all statutory remedies and penalties, including attorneys’ fees and costs to the extent authorized by and consistent with law. The award shall be in writing and the arbitrator shall set forth the essential findings of fact and law. Either party may request that a transcript and/or recording of the hearing be made.

Indemnification

You agree to indemnify, defend and hold harmless Apnimed, its officers, directors, employees, agents, suppliers and third-party partners from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms of Use, your use of the Website, and/or from our termination of your access to or use of the Website. Such termination will not affect either party’s rights or obligations, which accrued before the termination.

Privacy

Apnimed respects the privacy of our Website users. Please refer to Apnimed’s Privacy Policy that explains users’ rights and responsibilities with respect to information that is disclosed on this Website.

Third Party Websites and Links 

This Website may contain links or references to other websites maintained by third parties over whom Apnimed has no control. Such links are provided merely as a convenience. Similarly, this Website may be accessed from third party links over whom Apnimed has no control. Apnimed makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such websites and shall have no liability for any damages or injuries of any kind arising from such content or information. Inclusion of any third-party link does not imply an endorsement or recommendation by Apnimed.

Non-Confidential Information

Except for any personally identifiable information we may collect from you, which is subject to our Privacy Policy, any communication or other material that you send to us through the Internet or by electronic mail or otherwise, such as any ideas, feedback, questions, comments, suggestions, data or the like (“Communications”), is and will be deemed to be non-confidential and non-proprietary. Apnimed shall have no obligation of any kind with respect to such Communications. Furthermore, you give up all intellectual property rights, including any moral, publicity and privacy rights you have in any Communication. By submitting the Communication to Apnimed, you agree Apnimed is free to use such Communication, without limitation and without any compensation to you, for any purpose whatsoever and in identifiable or de-identifiable form, including but not limited to, developing, manufacturing and marketing products. Apnimed and its designees will be free to copy, disclose, distribute, incorporate, commercialize and otherwise use the Communication and all data, images, sounds, text, and other things embodied therein for any and all commercial or noncommercial purposes.

Trademarks

All product and service names, the Apnimed company name and any affiliates’ names, whether or not appearing in large print or with the trademark symbol, are trademarks of Apnimed, its affiliates, related companies or its licensors or joint venture partners, unless otherwise noted. Your use or misuse of these trademarks or any other content or materials on the Website, except as permitted herein, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander and libel, the law of privacy and publicity, and communications regulations and statutes. Please be advised that Apnimed may enforce its intellectual property rights to the fullest extent of the law.

Copyrights 

The entire contents of this Website are subject to copyright protection as indicated by the copyright notice on the Website. These contents may not be copied other than for noncommercial individual personal reference with all copyright or other proprietary notices retained, and thereafter may not be recopied, reproduced or otherwise redistributed. Except as expressly provided above, you may not copy, display, download, distribute, modify, reproduce, republish or retransmit any information, text or documents contained in this Website or any portion thereof in any electronic medium or in hard copy, or create any derivative work based on such images, text or documents, without the express written consent of Apnimed. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright or trademark of Apnimed, or any third party.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
APNIMED MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITEOR CONTENT ON THE WEBSITE FOR ANY PURPOSE. BY YOUR ACCESS TO AND USE OF THE WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE WEBSITE AND CONTENT AT YOUR OWN RISK. THE WEBSITE IS PROVIDED BY APNIMED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. APNIMED DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIAL, CONTENT, TEXT, GRAPHICS, EMAIL RESPONSES, LINKS AND OTHER ITEMS CONTAINED ON THE WEBSITE. APNIMED DOES NOT WARRANT THAT ACCESS TO OR USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED. APNIMED DOES NOT WARRANT THAT THE WEBSITE, ITS SERVERS, OR MESSAGES SENT FROM APNIMED OR THE WEBSITE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL APNIMED OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM THE ACCESS TO AND/OR USE OF THE WEBSITE, OR ITS CONTENT OR PRODUCTS OR ANY MATERIAL, THIRD PARTY MATERIAL, PRODUCT, SERVICE OR WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, CONTENT, INFORMATION CONTAINED WITHIN THE WEBSITE, ANY LINKED WEBSITE, OR ANY PRODUCTS IS TO STOP USING THE WEBSITE AND/OR THOSE PRODUCTS. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, OUR MAXIMUM LIABILITY TO YOU WITH RESPECT TO YOUR USE OF THE WEBSITE AND ANY PRODUCTS IS TEN DOLLARS ($10.00). THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE. Some jurisdictions may not allow the exclusion or limitation of certain damages. As a result, some of the above limitations and exclusions may not apply to you.

Any claims arising in connection with your use of the Website or any products must be brought within one (1) year of the date of the event giving rise to such action occurred.

Void Where Prohibited

Although the information on this Website is accessible to users outside of the U.S., the information herein is intended for use only by residents of the U.S. Other countries may have laws, regulatory requirements and medical practices that differ from those in the U.S.

Governing Laws

This Terms of Use Agreement and your use of the Website shall be governed by the laws of the United States of America and the State of Massachusetts without regard to its conflict of laws principles. Any legal action or proceeding related to this Website shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Massachusetts.

Miscellaneous

If any provision of this Agreement is held to be unlawful, void or unenforceable, then such provision shall be severable without affecting the enforceability of all remaining provisions. Apnimed reserves the right to alter or delete materials from this Website at any time at its discretion. No waiver by us of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any right. You represent and warrant that you shall comply with all laws and regulations that apply to your access and use of the Website and any Website-related services, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions. We reserve the right to seek all remedies available at law and in equity for violations of these Terms of Use, including the right block your access to the Website and/or block IP addresses.

How to Contact Us

If you have any questions, comments or notices regarding these Terms of Use, please contact us at:

Apnimed
20 Holyoke Street
Cambridge, MA 02138
(617) 500-8880