Terms of Use

Halo Bedding, LLC, d/b/a Idle Sleep (“Idle,” “we,” “our,” or “us”) is a provider of Idle Sleep mattresses, bed frames, pillows, sheets, and related products (collectively, the “Products”). This page explains the terms and conditions by which you may access and use our website https://www.idlesleep.com (and any successor site and subdomain) (our “Site”), Products and related services (collectively, our “Service”). By accessing or using our Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”), and to the collection and use of your information as set forth in our Privacy Policy available at https://www.idlesleep.com/privacy-policy (our “Privacy Policy”), whether or not you are a registered user of our Service. We reserve the right to modify this Agreement and will provide notice of such changes as described below. This Agreement applies to all visitors, users, and others who access our Service (collectively, “Users”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Our Service

1.1 Eligibility

This is a contract between you and Idle. You must read and agree to this Agreement before using our Service. If you do not agree to this Agreement, you may not use our Service. You may use our Service only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to our Service by anyone under 18 is strictly prohibited and in violation of this Agreement. Our Service is not available to any Users we previously removed from our Service.

1.2 Access and Use

Subject to your compliance with the terms and conditions of this Agreement, you may access and use our Service solely for your personal, non-commercial use. We reserve all rights not expressly granted by this Agreement in and to our Service and our Intellectual Property (defined below). We may suspend or terminate your access to our Service at any time for any reason or no reason.

1.3 Restrictions

You will not, and you will not assist, permit or enable others to, do any of the following:

(a)   use our Service for any purpose other than as expressly set forth in Section 1.2 above;

(b)  disassemble, reverse engineer, decode or decompile any part of our Service;

(c)  use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record the Service;

(d)  copy, rent, lease, sell, transfer, assign, sublicense, modify, alter, or create derivative works of any part of our Service or any of our Intellectual Property;

(e)  remove any copyright notices or proprietary legends from our Service;

(f)  use our Service in a manner that impacts: (i) the stability of our servers; (ii) the operation or performance of our Service or any other User’s use of our Service; or (iii) the behavior of other applications using our Service;

(g)  use our Service in any manner or for any purpose that violates any applicable law, regulation, legal requirement or obligation, contractual obligation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in our sole discretion) to us, our providers, our suppliers or Users;

(h)  use our Service in competition with us, to develop competing products or services, or otherwise to our detriment or commercial disadvantage;

(i)  use our Service for benchmarking or competitive analysis of our Service;

(j)  attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running our Service;

(k)  impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use our Service for any invasive or fraudulent purpose;

(l)  share passwords or authentication credentials for our Service;

(m)  bypass the measures we may use to prevent or restrict access to our Service or enforce limitations on use of our Service or the content therein, including without limitation features that prevent or restrict use or copying of any content;

(n)  identify us or display any portion of our Service on any site or service that disparages us or our products or services, or infringes any of our intellectual property or other rights; or

(o)  identify or refer to us or our Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and us, other than your permitted use of our Service under this Agreement, without our express written consent.

1.4 User Accounts

To use certain parts of the Service, you may need to register for a user account (your “User Account”) which gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to our Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete profile information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your User Account. You must notify us immediately of any breach of security or unauthorized use of your User Account. We will not be liable for any losses caused by any unauthorized use of your User Account.

By providing us with your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other promotional messages, such as changes to features of our Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by contacting Idle support at customerservice@idlesleep.com or by clicking the unsubscribe link within each promotional message. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers; however, opting out will not prevent you from receiving Service-related notices.

You acknowledge that you do not own the User Account you use to access our Service. Notwithstanding anything in this Agreement to the contrary, you agree that we have the absolute right to manage, regulate, control, modify and/or eliminate any data stored by us or on our behalf on our (including by our third party hosting providers’) servers as we see fit in our sole discretion, in any general or specific case, and that we will have no liability to you based on our exercise of such right. All data on our servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, USER ACCOUNT HISTORY AND USER ACCOUNT CONTENT RESIDING ON OUR SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN OUR DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. WE DO NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIM, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON OUR SERVERS.

1.5 User Data

As part of our Service, we will collect data, content and information that you provide to us or that is collected by us or via the Service (“User Data”). You hereby grant to us, and represent and warrant that you have all rights necessary to grant to us, a perpetual, irrevocable, non-exclusive, sublicensable, transferable and royalty-free right and license to collect, use, reproduce, electronically distribute, sell, transmit, have transmitted, perform, display, store, archive, and to modify and make derivative works of any and all User Data in order to provide and maintain our Service for you and, solely in anonymous or aggregate form, to improve our products and services and for our other business purposes (and any and all such derived data is deemed part of our Intellectual Property). In connection with your User Data, you affirm, represent and warrant that: (a) you have the written consent of each and every identifiable natural person in the your User Data regarding such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (b) your User Data and our use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. We take no responsibility and assume no liability for any of your User Data. You shall be solely responsible and indemnify us for your User Data.

1.6 Changes to our Service

We may, without prior notice, change our Service; stop providing our Service or features of our Service, to you or to Users generally; or create usage limits for our Service. We may permanently or temporarily terminate or suspend your access to our Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

2. Our Intellectual Property

You acknowledge and agree that our Service and all materials and content displayed or made available on our Service or underlying or included in or with our Service, and all intellectual property rights therein throughout the world (collectively and individually, our “Intellectual Property”), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in this Agreement will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property. Use of our Intellectual Property for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to submit, comments or ideas about our Service, including without limitation about how to improve our Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

3. White Glove Service

We may offer white glove delivery of some of our larger furniture products (“White Glove Services”). In order to provide you White Glove Services, an adult over the age of 18 years must be present at the delivery address at the scheduled time. If no adult is present at the time of delivery, we reserve the right to leave the package with a secure authority or at a secure location, in our sole discretion. We reserve the right to decline to remove any mattresses from your address in our sole discretion. All fees for White Glove Services are non-refundable after we ship the products to the White Glove Service provider and will not be refunded in the event you return any Products.

4. Offer Codes; Referral Program

4.1 Offer Codes

From time to time, we may offer qualified consumers offer codes (“Offer Codes”) through various communications and advertising channels that are redeemable towards a purchase on the Site, while supplies last, and subject to certain product exclusions or any other restrictions as determined and communicated by us in our sole discretion. Only valid Offer Codes provided by us and fulfilling the terms of such Offer Code will be honored at checkout. Offer Codes supplied by a third party unauthorized to provide such Offer Codes by us will not be considered valid. Each Offer Code is non-transferable and valid for single use on an item as provided in the terms and in our sole discretion. Offer Codes cannot be used towards taxes. The Offer Code must be provided in the applicable box at checkout when purchasing the product. We are not responsible for lost, stolen or corrupted Offer Codes or any unauthorized use of the Offer Codes. Offer Codes cannot be redeemed for cash or any cash equivalent; no substitutions or credits allowed. The dollar value of any Offer Code will not be refunded or credited back if any or all of the products are returned. Offer Codes may have expiration dates and we may decide to stop accepting any Offer Codes or stop any promotion at any time in our sole discretion. Offer Codes are void if copied, transferred, sold, exchanged or expired and where prohibited. Requests not complying with all terms and conditions of the Offer Codes will not be honored.

4.2 Brand Ambassadors

From time to time, we may also engage brand ambassadors, spokespeople, influencers, bloggers, or other individuals or entities who have been compensated or incentivized to speak on behalf of the brand. When you receive an offer code via a third-party source, such as a television or radio show host, please note that such individuals may have been compensated by us for their statements.

4.3 Referral Program

We offer brand advocates the opportunity to refer friends to participate in the Refer a Friend program. For the terms and conditions of the Refer a Friend program, which are incorporated by reference into this Agreement, please see https://www.idlesleep.com/refer-a-friend/. Offer codes may not be used in conjunction with the Refer a Friend program.

5. Charges and Payment

5.1 Billing Policies

You agree to pay all applicable fees related to your purchases of Products as described on our Site. By providing a payment method, you expressly authorize us to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your purchases. We may partner with third-party providers to offer financing of purchases on our Site. If you select to make a purchase using the financing option, your purchase will be subject to such third party’s terms and conditions, including, as required, completion of a credit check and approval. You acknowledge that the amount billed may vary due to changes in applicable fees, promotional offers and changes in applicable taxes, and you authorize us to charge your payment method for the corresponding amounts.

5.2 Payment Information; Taxes

You must provide us with a current, valid, accepted payment method. You hereby authorize Idle (through our third-party payment providers) to bill the fees to your payment method, along with any applicable taxes or additional fees due during the billing period. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with our Service must be accurate, complete, and current.

5.3 Third-Party Payment Provider

We use Stripe as our third party service provider for payment services. By using our Service you agree to be bound by Stripe’s Services Agreement available at https://stripe.com/legal.

6. Shipping and Returns

6.1 Shipping

All products ordered will be delivered to the shipping address you provide. If we provide an expected shipping date, such date is an estimate and subject to change. We shall not be liable for any change in such expected shipping date. You will be notified via info@idlesleep.com if there is an issue that will delay your delivery beyond the expected delivery date. Your billing and shipping addresses may be different. We will arrange for packing and shipment of the Products to you; provided that we may charge you if you change your shipping address after ordering the Products. Scheduled shipping and delivery dates are estimates only and cannot be guaranteed. We will make commercially reasonable efforts to ship the Products to you by the scheduled delivery dates, but we are not liable, under any circumstances, for any losses, damages or penalties due to any delays in shipments or deliveries.

6.2 Returns and Refunds

Our return and refund policies for our Products, which are incorporated into this Agreement, are available at https://www.idlesleep.com/returns/. Refunds will be issued in the form of the original payment. If you purchased a product using an Offer Code (as defined herein), the dollar value of the Offer Code will not be refunded or credited back if any or all products are returned.

6.3 Title

Risk of loss and title for Products purchased from us pass to you upon delivery of such Products (by us or our manufacturer) to the carrier. You are responsible for filing any claims with carriers for damaged or lost shipments.

7. Privacy

We care about the privacy of our Users. You understand that by using our Service you consent to the collection, use and disclosure of your personal information and aggregate and/or anonymized data as set forth in our Privacy Policy available at https://www.idlesleep.com/privacy-policy, and to have your personal information collected, used, transferred to and processed in the United States.

8. Security

We care about the integrity and security of your personal information. We use physical, managerial, and technical safeguards in its sole discretion to preserve the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

9. Disclaimer of Third-Party Links and Products

THE SERVICE MAY CONTAIN THIRD-PARTY MATERIALS OR LINKS TO THIRD-PARTY MATERIALS THAT ARE NOT OWNED OR CONTROLLED BY IDLE. IDLE DOES NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SITES, INFORMATION, MATERIALS, PRODUCTS, OR SERVICES. IF YOU ACCESS A THIRD-PARTY WEBSITE OR SERVICE FROM THE SERVICE OR SHARE YOUR USER CONTENT ON OR THROUGH ANY THIRD-PARTY WEBSITE OR SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THIS AGREEMENT AND IDLE’S PRIVACY POLICY DO NOT APPLY TO YOUR USE OF SUCH SITES. YOU EXPRESSLY RELIEVE IDLE FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE, SERVICE, OR CONTENT, INCLUDING WITHOUT LIMITATION THIRD-PARTY MATERIALS AND USER CONTENT SUBMITTED BY OTHER USERS. ADDITIONALLY, YOUR DEALINGS WITH OR PARTICIPATION IN PROMOTIONS OF ADVERTISERS FOUND ON THE SERVICE, INCLUDING PAYMENT AND DELIVERY OF GOODS, AND ANY OTHER TERMS (SUCH AS WARRANTIES) ARE SOLELY BETWEEN YOU AND SUCH ADVERTISERS. YOU AGREE THAT IDLE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS.

10. Indemnity

You agree to defend, indemnify and hold harmless Idle and our subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to our Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) User Data including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of our Service with your unique username, password or other appropriate security code.

11. Limited Warranty

THE PRODUCTS ARE SUBJECT TO TERMS OF THE LIMITED WARRANTY AVAILABLE AT HTTPS://WWW.IDLESLEEP.COM/WARRANTY/ (THE “LIMITED WARRANTY”). THE LIMITED WARRANTY IS INCORPORATED BY REFERENCE INTO THIS AGREEMENT. TO THE EXTENT THERE IS A CONFLICT BETWEEN THE TERMS OF THE LIMITED WARRANTY AND THIS AGREEMENT, THE TERMS OF THE LIMITED WARRANTY SHALL GOVERN. IF YOU ARE DISSATISFIED OR BELIEVE THERE IS A DEFECT IN YOUR PRODUCT, PLEASE REVIEW THE LIMITED WARRANTY AND FOLLOW THE DIRECTIONS PROVIDED THEREIN.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) YOUR USE OF THE SERVICES, SITE AND PRODUCTS IS AT YOUR SOLE RISK, AND THE SERVICES, SITE AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES LISTED ON THE SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WE MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SITE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IDLE, OR OUR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OUR SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH OUR SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL IDLE, OR OUR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS, BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO IDLE HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

14.1 Governing Law

This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

14.2 Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. For any dispute with Idle, you agree to first contact us at info@idlesleep.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute we have with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and we agree otherwise. If you are using our Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using our Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

14.3 Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED OUR SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

15. General

15.1  Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

15.2 Notification Procedures and Changes to the Agreement

We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain notifications as required under applicable laws or as described in this Agreement or our Privacy Policy. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of our Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of this Agreement or any future Terms of Service, do not use or access (or continue to access) our Service.

15.3 Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with us in connection with our Service, shall constitute the entire agreement between you and us concerning our Service. None of our employees or representatives are authorized to make any modification or addition to this Agreement. Any statements or comments made between you and any of our employees or representatives are expressly excluded from this Agreement and will not apply to you or us or your use of our Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

15.4 No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

15.5 Contact

Please contact us at info@idlesleep.com with any questions regarding this Agreement.

15.6 California Residents

The provider of our Service is Halo Bedding, LLC. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

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