Welcome to Breathscape! These “Terms of Use” are a legal contract between Auralab LLC, a Michigan limited liability company (“the Company”, “us”, “we” or “our”) and you (referred to as “you, “your” or “user”), as user of the biofeedback and analysis platform and application provided by us (collectively, the “Service”). Please let us know if you have any questions about this policy.

1. OUR MISSION AT THE COMPANY

We believe that returning to the innocence in our hearts can be a simple and effortless process, infused with delight and wonder. Toward this end, we create technology that fundamentally transforms lives by reminding individuals that they are complete, creative, and worthy of love in each moment. We set about this task because we have experienced the impact of this technology first hand, and find joy in sharing these gifts with others. In this way, we elevate the collective consciousness of the planet. To that end, we have put together these terms that we feel best reflect our company values and guiding principles. The current laws and the nature of our business require that we protect you and us from liability and clearly lay out the terms of our agreement and relationship. These Terms of Use and our related policies are an important part of using the Service. If you would like to use the Service and access the valuable content and community that it provides, you must completely agree to these Terms of Use.

1. PRELIMINARY LEGAL TERMS
2. Entire Agreement; Modification. The entire agreement between you and the Company is made up of these Terms of Use, the Company’s Privacy Policy (auralab.io/privacy) and any other terms or policies accompanying our Service (collectively, the “Agreement”). This Agreement may be updated and modified by the Company from time to time. Those modifications are incorporated as part of this Agreement. You will be notified of significant modifications when you use the Service. If you do not accept the modifications to the Agreement, your sole remedy is not to use the Company’s Service.
3. You must be at least eighteen (18) years of age to enter into a contract with the Company and use the Service. In no case are persons under the age of thirteen (13) years old permitted to use the Service.
4. “Signing” of Agreement. You “sign” and accept this Agreement by (a) clicking “Agree” at the bottom of this Agreement or (b) using the Service.
5. OUR SERVICE; YOUR ACCOUNT
6. Our Service; Service Functionality.
   1. You must conduct yourself appropriately and within the bounds of applicable law when using the Service. Use of the Service is a privilege and not a right. You or the Company may suspend or terminate access to or use of the Service at any time as detailed herein.
   2. Your use of the Service is not intended to replace consultation with, or services provided by, a qualified medical professional. No information resulting from your use of the Service is a medical diagnosis or intended as information that should be used to diagnose or treat any health issue or condition. You should always consult a qualified health care provider for medical advice and answers to personal health questions related to your physical well-being. The Service is not a supplement to or replacement for the guidance of a qualified health care provider.
7. Your Account.
   1. To use the Service, you may create a personal account or proceed to use portions of the Service with an anonymous account. If you create a personal account to access all functionality of the Service, certain information is required in order for you to establish an account. This information includes your name, address, payment method and information, and certain contact information. All of the information you provide to the Company must be accurate and complete. You agree to keep this information up to date; failure to do so may result in termination of your account or an inability to access the Service.
   2. You promise that: (i) you will be the only person accessing the Service through the account you create, (ii) you will keep your account password secure, and (iii) you will notify the Company of any suspected breach of security or unauthorized use of your account. You are responsible for all actions that are performed with, by or under your account credentials whether done by you or by others. We are not liable for any damages that result from unauthorized account access or use.
   3. If you wish to delete your account, please contact the Company at info@auralab.com or delete your account using the functionality in the mobile application.
   4. The Service offers specific functionality that may be subject to regulation under applicable laws, ordinances, rules or regulations (“Applicable Laws”). Before you create an account, you should ensure your use of the Service complies with Applicable Laws.
8. Your Use.
   1. Your account is not transferable or sublicensable to any other party. You obtain no ownership rights in the Service by creating an account. Instead, you are given a license to use the Service solely according to the terms of this Agreement. The license to the Service, and any information regarding your use of the Service, will be valid so long as you remain in compliance with the terms of this Agreement. However, we may retain and use the information about your use of the Service as set forth in our Privacy Policy.
   2. You are solely responsible for the use of your account, how you use the Service and your interactions with third parties through your use of the Service. In the event you use the Service to access other third party applications, services or websites, you remain subject to the terms of such application, service or website. As the Company does not control the content, privacy policies, or practices of any third party applications, services or websites, we encourage you to read (and you must comply with) such application, service or website’s terms and policies. The Company is not responsible for your use or misuse of any third party applications, services or websites.
   3. With respect to your use of the Service, you represent, warrant and covenant that:
      1. You are not using the Service for purposes of commercial or promotional distribution, publishing or exploitation. Your use of the Service is solely for your individual purposes and not on behalf of any third party, including any entity you control or any other individual.
      2. You agree not to use the Service to impersonate or hold yourself out as any individual or entity other than the individual that signed up for the services using your account.

• Your use of the Service is not intended to, and may not result in, any unlawful activities. Your use of the Service is itself not an unlawful activity or a solicitation to engage in any unlawful activity under any Applicable Laws.

1. In connection with your use of the Service, you will not take any action that will or may result in the transmission of any malicious or unsolicited software or any malicious or inappropriate content. Inappropriate content is judged on its merits by the Company, in its sole discretion.
2. You agree to comply with all Applicable Laws when engaging in any activity in connection with your use of the Service.
3. Nothing you post or link to contains personally identifiable information about a child under the age of thirteen (13) years unless you have the permission to post such information from a child’s parent or legal guardian.

• You will not post or link to an image containing another person’s likeness without his or her prior permission.
• Nothing you post or link to contains another person’s personal information without his or her permission.

1. Nothing you post or link to results from unlawful activities and the posting of any content is itself not an unlawful activity or a solicitation to engage in any unlawful activity.
2. Nothing you post or link to will transmit any malicious or unsolicited software to us or otherwise interfere with operation of the Service.
3. You will not copy, modify, loan or otherwise distribute any Service content without our prior written consent if such distribution is inconsistent with the intended use of the Service.

• You agree not to use the Service for advertising purposes.
• You will not use the Service to send unsolicited communications. An unsolicited communication includes, but is not limited to, requests for money or donations that would not be well received by the recipient or requests directed at an individual you do not personally know to be interested in receiving such request.

If you take any of the above actions or breach any of the above restrictions in contravention of any representation, warranty or covenant you made, we can immediately terminate or suspend your use of the Service in our sole discretion.

License to Use Service.

1. The Company and its affiliates may use the information gathered in connection with your use of the Service as set forth in the Company’s Privacy Policy and this Agreement. Your use of the Service grants the Company a license to display, distribute, store, transmit, reproduce, modify and otherwise use and reuse all or part of the data we gather in connection with your use of the Service. The license is non-exclusive, fully-paid, perpetual, royalty-free, worldwide, transferable and for all formats, platforms, devices, modes of transmission, methods of delivery, and media now known or later developed.
2. You may terminate the license you have granted to the Company by removing or deleting (or writing to the Company to remove or delete) information provided in connection with your use of the Service. We, or our third party service providers, may retain such information until such time as the information is overwritten or deleted.
3. Unless expressly authorized by us in writing, you are not granted permission to copy, frame, embed, or otherwise disseminate aggregated or specific content that the Company provides to you. Your use of the Service must be in conformity with the restrictions in Sections 6 and 7 above.

Company Intellectual Property. The Company and/or its licensors retain ownership of all intellectual property rights relating to the Company, the Service, the Company’s trademarks and copyrights, and any Service-related software, data, text, images, graphics, logos, user interface, and videos displayed through the Service. You are authorized to use such materials only as expressly authorized within this Agreement. Nothing in this Agreement transfers ownership of such rights.

OPERATION OF THE SERVICE

Integrity of the Service. You agree not to take any action to harm the Company or the Service or interfere with its operation, or access or copy its underlying technology. You agree not to: (i) use any automated system (crawlers, robots, bots, spiders, extractors, etc.) to harm the Service; (ii) circumvent, disable or otherwise interfere with security-related features or digital rights management functions of the Service; or (iii) hack, reverse engineer, or disable any technology at or functionality of the Service.

Network Integrity. Our network, and the networks of third parties that we utilize to provide the Service, is designed to meet the anticipated needs of our customers, users, and our needs. If we determine that your use of the Service impairs the stability of the equipment, technology or network(s) we use to provide the Service, we may suspend your use of the network, or terminate our relationship with you.

TERM; TERMINATION; PAYMENT

Term; Termination; Fees.

Term. We are not bound to perform Service until we receive payment from you when you purchase access to the Service from your account, including through the iTunes store (the “Effective Date”). We will provide access to the Service on the Effective Date and continue until the date specified on the checkout page when you purchase the Service (“Initial Term”). If the page describing the Service does not contain an Initial Term, the Initial Term shall be one month or one year, as selected by you when making payment for use of the Service.

AUTOMATIC RENEWAL. The Initial Term will AUTOMATICALLY RENEW for successive periods of equal duration (each a “Renewal Term”). If you wish to discontinue the Service, you can terminate your account and use of the Service through the Breathscape mobile application.

Termination by Company. In the exercise of its discretion, the Company may suspend or terminate an account, remove or limit access to the Service or limit functionality to which you have access. The Company may take such actions with or without prior notice to you and without liability to you.

Termination by You.

1. In the exercise of your discretion, you may terminate your account, cease using the Service, stop accessing any content available within the Service or delete your account. You may take such actions with or without prior notice to the Company and without any liability for such cancellation to the Company. Further, if you notify the Company of your termination of your account the Company shall take reasonable steps to block access your access to the Service. If you terminate for convenience, you will be responsible for all charges for the duration of the then active Initial or Renewal Term.

Payment Methods. We accept payment through the Apple iTune store and payment methods are subject to Apple’s iTunes policies. By signing up for a subscription to the Service, you give us consent to charge you when your account is setup for renewal of the Service.

NO WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

NO WARRANTY.

1. THE SERVICE IS PROVIDED FOR “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2. You alone are responsible for the decisions, consequences and other actions resulting from your use of the Service.

Limitation of Liability for Damages.

50. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING EXPRESS CONTRACT, IMPLIED CONTRACT, NEGLIGENCE, WARRANTY, OR MISREPRESENTATION, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall the Company be liable to you for direct damages suffered by you in connection with use of the Service in an amount exceeding $50.
51. As used in this section, “Company” includes the Company, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors, assigns, and clients.
52. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THE LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND CLIENTS IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
53. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Indemnification; Cooperation.  

1. You acknowledge that your account with the Company and your use of the Service is based upon the truth of the statements, representations, warranties and covenants made by you in this Agreement. By agreeing to be bound this Agreement, you indemnify, hold harmless, and agree to defend the Company against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against the Company in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the statements, representations, warranties or covenants. This obligation extends to the Company, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors and assigns. These obligations survive termination of this Agreement.
2. In addition to the obligation of indemnification, above, you agree to use your best efforts to assist the Company in the investigation and resolution of any third party claim or assertion inconsistent with your representations and warranties. You agree to provide such assistance promptly upon receipt of notice from the Company of such claim or assertion and at no charge.
3. The terms of Sections 8 to 15 shall survive termination of this Agreement.
4. GENERAL LEGAL TERMS

The Service is Delivered from Ypsilanti, Michigan. This Agreement is executed (signed) and performed in Ypsilanti, Michigan. You agree that the Service is based in and delivered from Ypsilanti, Michigan, The Service shall be deemed a passive service that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Ypsilanti, Michigan. This Agreement shall be governed by the internal substantive laws of the State of Michigan, without respect to its conflict of laws principles. Any claim or dispute between you and the Company that arises in whole or in part from use of the Service shall be decided exclusively by a court of competent jurisdiction located in Washtenaw County, Michigan.

Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the party’s reasonable control, including third party service failures, distributed denial of service (DDoS) attacks, acts of God, bandwidth interruptions, general network outages, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. The party affected by an excusable delay shall notify the other party as soon as possible, but in no event less than ten (10) days from the beginning of the event.

No Implied Waiver. No waiver by the Company shall be implied. Any waiver of any term of this Agreement must be in writing and signed by an officer of the Company.

If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable. The remaining provisions of this Agreement will remain in full force and effect.

Statute of Limitations. Any litigation or other dispute resolution arising out of or related to this Agreement must be commenced within one (1) year after the date of the event giving rise to the claim. Otherwise, such causes of actions are permanently barred.

International Considerations. The Company makes no representations that the Service, or any content available within the Service, is appropriate or available for use in locations other than the United States. Those who access or use the Service from outside the U.S. do so at their own volition and are responsible for compliance with applicable laws.

The Company may assign, subcontract, delegate, and transfer its rights and obligations under this Agreement to a third party. You may not assign or transfer your account.

The Service is offered by Auralab LLC, with offices at 215 W Michigan Ave, Ypsilanti, MI 48197 and email: info@auralab.io. The Company may provide you with notices, including those regarding changes to the Company’s Terms of Use, by email, first class mail, postings on our website or within our mobile application. Notice is deemed given upon the earlier of (i) actual receipt, (ii) twenty-four (24) hours after an email is sent, (iii) three (3) days after first class mail is deposited with the U.S. Postal Service, or (iv) thirty (30) days after a notice is posted to our website or within our mobile application.

Entire Agreement. This Agreement is the entire agreement between you and the Company relating to the stated subject matter. It can be modified by the parties in a writing signed by both parties, or by a change to these terms as expressly set forth in this Agreement.

Nature of Agreement. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement does not create any right that may be enforced by a third party.

California Users and Residents. By the terms of California Civil Code Section 1789.3, any and all comments, questions or concerns can be addressed and sent to us via certified mail to: Agent of the Company, Attn AuraLab LLC, 215 W Michigan Ave, Ypsilanti, MI 48197. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA.