This Terms of Use Agreement (this “Agreement”) is a legal agreement between you (“you” or “your”) and Somnio Solutions, Inc., its affiliates, and each of their respective successors and assigns (collectively, “Somnio”) governing your use of somnio.com (the “Site”). You hereby agree implicitly and without express written consent that you have read and agree to be bound by the outlined terms and conditions. If you do not agree to abide by these Terms of Use, please refrain from using somnio.com.
Somnio reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Site at any time, effective upon posting of an updated version of this Agreement on the Site. You are responsible for regularly reviewing this Agreement. Continued use of the Site after any such changes shall constitute your consent to such changes.
Proprietary Materials
All right, title and interest in the Site, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Somnio or its licensors, and you shall have no rights whatsoever in any of the foregoing. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in the Site, in whole or in part.
All content and materials included as part of the Site, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the "Works") are the property of Somnio or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.
All Works are copyrighted as individual works and as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and Somnio owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part. Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited.
You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to this Agreement may cause Somnio and its licensors irreparable injury, which may not be remedied at law, and you agree that Somnio and its licensors' remedies for breach of this Agreement may be in equity by way of injunctive or other equitable relief.
Trademarks
SOMNIO, SOMNIO SOLUTIONS, LITERATURE RACK and LITRACK and other related marks, design marks, product names, feature names and related logos are trademarks of Somnio and may not be used, copied or imitated, in whole or in part, without the express prior written permission of Somnio. In addition, the look and feel of the Site (including all page headers, custom graphics, button icons, and scripts) constitutes the service mark, trademark and/or trade dress of Somnio and may not be copied imitated or used, in whole or in part, without the express prior written permission of Somnio.
All other trademarks, service marks, logos, slogans, domain names and trade names are the properties of their respective owners.
Disclaimer of Warranties
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) THE SITE IS PROVIDED “AS-IS” AND “WITH ALL FAULTS,” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOMNIO, INCLUDING ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUBCONTRACTORS, DISTRIBUTORS, SERVICES PARTNERS, AGENTS AND MARKETING PARTNERS) AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS AND OFFICERS (COLLECTIVELY, THE “SOMNIO PARTIES”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT AND ACCURACY AND NON-INTERFERENCE; (B) NEITHER SOMNIO NOR ANY SOMNIO PARTY WARRANTS THAT (i) THE SITE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS, (ii) THE SITE WILL MEET YOUR REQUIREMENTS, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) ANY ERRORS IN THE SITE WILL BE CORRECTED; (C) YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, UNLESS SUCH ERRORS OR VIRUSES ARE THE DIRECT RESULT OF SOMNIO’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) SOMNIO AND THE SOMNIO PARTIES, JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE FORMS, DATA, REPORTS, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY YOU FROM ACCESSING AND/OR USING THE SITE OR OTHERWISE RELATING TO THIS AGREEMENT, AND (E) USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK AND NEITHER SOMNIO NOR ANY OF THE SOMNIO PARTIES SHALL HAVE ANY LIABILITY OR RESPONSIBILITY THEREFOR.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL SOMNIO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOOD WILL, EVEN IF SOMNIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. SOMNIO SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF THE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. User hereby acknowledges that this paragraph shall apply to all content, merchandise and services available through the Site. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
Representations and Warranties
By using the Site, you represent and warrant that (a) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract; (b) you will use the Site in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions of this Agreement; (c) you are authorized to sign for and bind any entity for whom you are acting a representative or other agent; (d) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from Somnio for any purpose.
Indemnification
You agree to indemnify, defend and hold harmless Somnio and the Somnio Parties from and against any and all claims and expenses, including reasonable attorneys’ fee, arising out of or related in any way to your use of the Site, violation of this Agreement, violation of any law or regulation or violation of any proprietary or privacy right.
External Links
Links to other websites do not imply an endorsement of the materials disseminated at those websites, nor does the existence of a link to another website imply that the organization or person publishing at that site endorses any of the materials at the Site. Links to other websites are provided by Somnio as a convenience to its users. Somnio does not accept any responsibility or endorse or make any representations about other websites, or any information, products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk. If you submit personal information to any of those sites, your information is governed by their privacy statements. We encourage you to carefully read the privacy statement of any website you visit.
No Implied Endorsements
In no event shall any reference to any third-party or third party product or service be construed as an approval or endorsement by Somnio of that third party or of any product or service provided by a third party.
Postings
To the extent postings are permitted on the Site, Somnio may from time to time monitor, review, and in its discretion edit or delete, discussions, chats, profiles, videos, and postings on our Site; however, Somnio is under no obligation to do so and assumes no responsibility or liability arising from the content of any such transmissions or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, hate speech, danger, illegality, solicitations or inaccuracy contained in any information transmitted to any such locations on our Site. Somnio will cooperate with law enforcement or a court order requesting or directing Somnio to disclose the identity of anyone posting any information or material prohibited by this Agreement. Somnio may also disclose such information if such disclosure is reasonably necessary to protect the rights, property, or personal safety of Somnio, its clients, or the public.
User Comments, Feedback and Other Submissions
All comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to Somnio on or by this Site or otherwise disclosed, submitted, or offered in connection with your use of this Site or otherwise (collectively, "e;Comments"e;) shall be and remain Somnio''s property. Such disclosure, submission, or offer of any Comments shall constitute an assignment to Somnio of all worldwide rights, titles, and interests in all copyrights and other intellectual property in the Comments. Thus, Somnio will own exclusively all such rights, title, and interest and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Somnio is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to user any compensation for any Comments; or (3) to respond to any Comments.
Electronic Communications
When you visit the Site or send e-mails to Somnio, you are communicating with us electronically. In doing so, you consent to receive communications from Somnio electronically. Somnio may communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that Somnio provides to you electronically satisfy any legal requirement that such communications be in writing.
General
This Agreement shall be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Site, with the exception of claims for injunctive relief, shall be resolved in arbitration administered by the American Arbitration Association and located in Austin, Texas. You may not under any circumstances commence or maintain against Somnio any class action, class arbitration, or other representative action or proceeding. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Somnio may be commenced only in the federal or state courts located in Travis County, Texas. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
Any cause of action you may have with respect to your use of the Site must be commenced within one (1) year after the claim or cause of action arises.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provisions shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect.
It may be necessary for Somnio to perform scheduled or unscheduled repairs, maintenance, or upgrades and such activities may temporarily degrade the quality of the Site or result in a partial or complete outage of the Site. Somnio provides no assurance that you will receive advance notification of such activities or that the Site will be uninterrupted or error-free. Any degradation or interruption in the Site shall not give rise to a refund or credit of any fees paid by you.
No joint venture, partnership, employment, or agency relationship exists between you and Somnio as a result of this Agreement or use of the Site. The failure of Somnio to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Somnio in writing.
This Agreement comprises the entire agreement between you and Somnio and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.
Contact
If you have any questions about these Terms of Use and Legal Notices, please contact Somnio at info@somnio.com.
