Terms of Service

Terms and Conditions

These Terms of Service (“Terms”, “Terms of Use”, “Terms of Service”) govern your relationship with awakelabs.com web, mobile and smartwatch applications and the services provided through them (together, the “Service”) operated by Awake Labs Inc. (“us”, “we”, or “our”). Please read these Terms of Use carefully before using the Service. Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms and accept all legal consequences. If you do not agree to these Terms, in whole or in part, please do not use the Service.

Using the Service

The Awake Labs Service refers to the use of our web, mobile, or smartwatch applications, the awakelabs.com website, and any written content produced by Awake Labs Inc. Our core service allows users to better understand stress and strong emotions and to securely share information related to care, therapy, health and goals with their trusted care team. This information can include Personal Health Information (PHI).

By signing up for the Service, you agree to these Terms and the associated Privacy Policy. As outlined in the Privacy Policy, Awake Labs will retain data for users up until they delete their account. To delete your account, please email us. Once deleted, any data with Personal Health Information will be deleted from our databases and any backups of our databases within 30 days.

If you enter into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” and “your” shall refer to such entity.

Please note, the Service is available for users 18 years of age or older.

Permission to use Awake Labs

This Service relies on user consent to collect and share information with your trusted care team and consent or assent of the person being supported.

The self-advocate, parent(s)/guardian(s)/substitute decision-maker (“Advocate”) is satisfied that the information contained in this Privacy Policy and in the Terms of Service was explained to the person taking part in using the Awake Labs Service to the extent that he/she/they were able to understand it, that all questions have been answered, and that the person consents and/or assents to participating in the use of the Awake Labs’ application.

Advocates have the ability to revoke consent at any time by emailing us, using the contact details set out below, and communicating that revocation to us in that email.

Subscriptions and plans

Using the Awake Labs service may incur a cost. These costs will be made clear to you at the point of purchase. If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, but not limited to, your credit card number, the expiration date of your credit card, and your billing address.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct, and complete.

By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of the Purchases.

We reserve the right to refuse or cancel your order at any time for certain reasons including, without limitation: product or service availability, errors in the description or price of the product or service, error in your order, or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. We will not be held responsible or liable for any failure for the Purchase to complete, or any resulting loss or damages to you.

Privacy and Security

Awake Labs follows industry best practices and complies with all applicable federal, state, and provincial legislation to maintain security of user data, our internal databases, administrative access, and all applicable engineering infrastructure, as outlined in the Privacy Policy. We will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Awake Labs has an incidence response plan, to include prompt notification of the user in the event of a security or privacy incident, as well as best practices for responding to a breach of PHI.

Your Information and Content

Awake Labs does not claim ownership over the Personal Information it receives for each of its users. Each user is responsible for maintaining the security of their Awake Labs account and to prevent unauthorized or malicious use to their account.

In order to provide exceptional service, and accuracy, we regularly update the products and services on the Service. We cannot and do not guarantee the accuracy or completeness of any information, including health data, prices, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Despite our best efforts, the products or services available on our Service may have an error regarding the price, be inaccurately described, or unavailable.

We may experience delays in updating information on the Service and in our advertising on other websites.

Access

As an Advocate, by sharing a user profile with trusted team members you allow them to read data you upload to the Service and to upload data themselves. Please note that due to applicable law, any information shared in this way might be retained by the Service for the records of those other users. If an Advocate changes permissions, they can stop sharing any further information with those users. Advocates that wish to discuss what information other users hold and how they use it should discuss this directly with the applicable users.

License

In order to allow Awake Labs to provide the Service, you hereby grant to us a limited, non-exclusive, sublicensable (as necessary to perform the Service), worldwide, royalty-free, and transferable (only to a successor or assignee) right and license for the purpose of performing our obligations as outlined in these Terms.

Your Responsibilities and Awake Labs’ Rights

You are responsible for making sure that you have all rights to upload and share data, including the rights necessary for you to grant us the foregoing licenses to the data.

Analyzing User Submissions: Feedback

We always appreciate your feedback or other suggestions about Awake Labs, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them.

Additional Terms by User Type

Advocates: if you are an Advocate (self-advocate or part of their family) accessing the Service, the following terms apply to you.
1. Information Provided to Awake Labs: We use your personal information in order to provide the Service to you and to enable other members of your care team to collaborate with you. As a consequence, you will be sharing detailed Personal Information. You have control over how much Personal Information you enter, how you communicate with other members of the care team and how you share your Personal Information.
Organizations and/or Agencies: if you are a manager, executive, PSW, or other similar personnel (“Personnel”) accessing the service on behalf of an organization, or other similar support agency (the “Agency”), the following terms apply to you:
1. Permissions and Authority: You agree that you are acting on behalf of, or have permission from, your Agency to enter into this Agreement and to use the Service. Only Personnel who are current employees of the Agency may use the Service on the Agency’s behalf. The Personnel is responsible for obtaining any necessary approvals from their authorities and administrators before using the Service. Upon termination of a Personnel or other staff member’s employment with the Agency, such individual must return and cease using all login details and access he/she/they has in his/her/their possession. If at any time you learn a user of the Service claim to be affiliated with your Agency who is not, in fact, affiliated with your Agency, you will notify Awake Labs immediately at hello@awakelabs.com

No Medical Advice

The content of the Service, including all communications provided by Awake Labs and its partners, does not constitute professional medical advice, diagnosis, treatment or recommendations of any kind. Awake Labs does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be included in the Service. Users are solely responsible for the accuracy of all care decisions made available through the foregoing. Reliance on any information appearing on or associated with the Service, whether provided by Awake Labs, its content partners, or visitors to the Service, is solely at your own risk.

Your Representations and Warranty

You agree not to post data or use the Service in such a way that harms other or infringes on anyone’s rights, violate any international, federal, state, or local law, or which would render Awake Labs in violation of any applicable laws or regulations. Additionally, you represent, warrant and agree that you possess all rights necessary to post any data to your account and grant Awake Labs the rights in these Terms and you will comply with the laws in connection with your use of the Service.

Limitation and Liability

Awake Labs, its Directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for any loss or damage, direct or indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Warranty Disclaimer

Awake Labs makes no guarantees, representation or warranties of any kind as regards to the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.

Awake Labs, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements. If you breach any of these Terms and Awake Labs chooses to not immediately act, or chooses not to act at all, Awake Labs will still be entitled to all rights and remedies at any late date, or in any other situation, where you breach these Terms. Awake Labs does not waive any of its rights. Awake Labs shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Indemnity

You agree to indemnify, defend and hold harmless Awake Labs Inc, its principals, partners, subsidiaries, affiliates, contractors, service providers, officers, representatives, employees, contractors, licensors, licensees, suppliers and agents (“Company Parties”), from and against any claims, losses, damages, obligations, costs, actions, or demands.

These include but are not limited to: a) legal and accounting fees resulting from your use of the Service; b) your breach of any of these Terms; and c) anything you post on or upload to the Service.

Third Parties and User Interactions

The Service may contain links to third-party websites or services that are not owned or controlled by Awake Labs. Awake Labs has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Awake Labs shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be causes by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms of service and privacy policies of any third-party websites or services that you visit.

User Disputes

Awake Labs is not responsible for the actions, content, information, or data of other third-parties, including other users. You are solely responsible for your interactions with other users of the Service, and any other parties with whom you interact through the Service. We reserve the right, but have no obligation, to become involved in any way with these disputes.

Release

If you have a dispute with one or more users, you release us and the Company Parties from claims, demands, and damages (actual and consequential) of every kind and nature, arising out of or in any way connected to such disputes.

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 or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

Term and Termination

Awake Labs reserves the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect, which notice may be by email or notification on our website or both. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the Service.

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including, but not limited to, if you breach the Terms.

All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination, your right to use the Service will immediately cease.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws of the Province of Ontario, Canada without regard to the conflict of laws provisions thereof. If any provisions of these Terms is held to be invalid or unenforceable by a court of the competent jurisdiction, then any remaining provisions of these Terms will remain in effect. If you are an individual user, these Terms constitute the entire agreement between us regarding our Service and supersede and replace and prior agreements, oral or otherwise, regarding the Service. If you are using the Service on behalf of an organization that has a separate written agreement with Awake Labs, that agreement governs your use of the Service.