Terms of Service

Updated: October 1, 2019

1 Introduction

These Terms of Service (the “Terms”) specify the terms and conditions under which Infinity Biosystems Corporation (the “Company”, “we”, “us”) provide all products and services found on the website www.sumergoapp.com (the “Website”) and under the name Sum, Ergo (the “App”) in the Apple and Google mobile app stores. The Website and the App are collectively known as the Product.

These Terms govern your use of the Product. By using the Product you agree to be bound by these Terms in their entirety. Please carefully read through the Terms before using the Product or before making any purchases in the Product (such purchases are known as an “Order”).

To use the Product, you will be required to create a user account, otherwise known as becoming a “Member”. During the process of creating a user account, you will be notified that submitting your name, email, and password not only creates your account, but also constitutes your agreement to these Terms. Your continued use of the product constitutes your continued agreement to the Terms. After you have agreed to the Terms and become a Member, if at any point you no longer agree to the Terms, you are required to cease your use of the Product. Any part of this agreement that is found to be unenforceable by law will be severed from the Terms without affecting the validity and enforceability of the remaining Terms.

If you have any questions, you can send an email to help@sumergoapp.com. A copy of the Terms are available on the Website, and a link to them is provided within the App.

2 Notice of Arbitration and Class Action Waiver

In the event that a dispute may arise between you and the Company, please be aware that these Terms contain an Arbitration Clause. You may refer to the Arbitration Section for the exact details. In summary, you agree that any disputes related to the use of the Product or to these Terms will be resolved via mandatory binding arbitration, and you agree to waive the right to participate in class action lawsuits and class-wide arbitration. You may elect to opt-out of the Arbitration clause if you provide us with a written notice indicating your election to opt-out within fifteen (15) days of becoming subject to the Terms. Such written notice should be sent by e-mail to help@sumergoapp.com with the Subject Line “Opt-Out of Arbitration and Class Action Waiver”.

3 Right to Modify Terms

The Company reserves the right to modify any part of the Terms listed herein. Modification can take place at our sole discretion and for any reason. We will inform you of modification to the Terms by posting the modified Terms on the Website. At our discretion, we may attempt to send an e-mail, push notification, or in-app/in-browser pop-up to notify you of a modification to the Terms. Your continued use of the Product constitutes agreement to be bound to the modified Terms. If you do not agree to the modified Terms, you are required to cease use of the Product; and in such an event, it is your responsibility to cancel any Purchases that involve recurring payments.

4 Feedback

We want to provide you with the best experience possible while using the Product. Feedback from users helps us achieve this goal. We welcome any and all feedback, comments, thoughts, suggestions, and ideas (collectively “Feedback”), that you think may improve the Product. Feedback may be sent to the us either through a specially-designed feature within the Product (if it is available) or by email to help@sumergoapp.com with the Subject Line “Feedback”.

You agree to the following in relation to any Feedback that you provide: that Feedback is non-proprietary and non-confidential; that the Company is not obligated to reply to, respond to, or make changes based upon, the Feedback; and that you grant the Company with an irrevocable, perpetual, non-exclusive, worldwide, royalty-free right to use the contents of any intellectual property in your Feedback for any purpose. This includes the right to exploit the Feedback to modify the Product, the right to incorporate the Feedback or a modified version thereof into the Product, the right to create derivative works based on the Feedback, and the right to use the Feedback in marketing, testimonial, or promotional materials. Finally, you agree to indemnify the Company from liabilities originating from its use of your Feedback.

5 Limitation of Liability

5.1 Medical Disclaimer

The product consists of a variety of meditation and self-improvement audio sessions. By agreeing to these terms, you acknowledge: that the Product neither provides, nor intends to provide medical diagnosis; that the Product neither prevents, nor intends to prevent, any medical condition; that the Product is not a substitute, nor intends to be a substitute, for medical care; that you will not attempt to use the Product as a replacement for any medical treatment; and that all information provided in the Product is to be considered as general information and not medical advice. Please consult a medical professional if you have any medical condition or are in any need of treatment or assistance.

There has been research regarding the therapeutic benefits of mindfulness and meditation. By agreeing to these terms, you acknowledge that the Company makes no representations or warranties, implied or explicit, regarding any therapeutic benefits of using the Product. You understand that there is a possibility that meditation will make you more aware of any pre-existing physical or mental conditions, and you agree to indemnify the Company from any perceived harm that you think the Product has caused.

5.2 General Use Disclaimer

Mobile apps are typically used on mobile devices such as phones and tablets. Distracted walking and driving arising from mobile device usage is a common cause of accidents, and can result in injury. By agreeing to these terms, you acknowledge that the Product is not intended to be used in any situation where diversion of your attention puts you at risk of accident or injury, and you agree to indemnify the Company from damages arising from use in such cases.

5.3 Limitation of Liability on General Information

By agreeing to these terms, you acknowledge that: the Product is provided on an “as is” basis, that all information provided within the Product is intended as general information and that this general information is not to be relied upon in any way; that there is no warranty or representation as to the benefits or truthfulness of any of the information; that you agree to indemnify the Company from any damages incurred by relying on any of the content in the Product.

The Product attempts to make it explicit and clear that every statement made in the Product should be verified by you using your own analytical capacities. This self-verification is an essential component of the Product and a desired outcome for your use of the Product. In much the same way as you might develop and refine your own world-view after reading a work of literature. For example, one doesn’t assume that words of a philosopher to be true. Rather, through discursive reasoning, and stimulated by linguistic inputs, your own understanding expands.

5.4 Exclusions

The following exclusions apply to the Limitation of Liability Statements above. nothing in these terms shall exclude or limit your or our liability for: (a) if applicable by law, death or personal injury resulting from (b) if applicable by law, liability arising from fraud or fraudulent misrepresentation (c) any condition in which liability cannot be limited or excluded by law.

5.5 Limitation of Damages

You agree that – to the extent permitted by law – your sole and exclusive remedy for any problems is to uninstall the Product and discontinue use of the Product. In addition, you agree that under no circumstances shall damages owed by the Company exceed the larger of $40 or the amount paid by the User to the Company within the last twelve months.

You furthermore agree that – to the fullest extent permitted by law – none of the Company’s officers, shareholders, employees, directors, suppliers, or licensors can be held liable for: any damages of any kind; for any loss of data, business, or profits; or for any disruption of service. Any claim against the Company must be taken forward in accordance with the Arbitration clause below within one year after the date that you first know or reasonably should know of your claim.

5.6 Availability of Service and Warranty

It is important to us that the product is functional and remains accessible at all times. However, there are numerous situations – some of which are beyond our control - in which your access to the service may be disrupted. By agreeing to these terms, you acknowledge that the Company is not liable for any disruptions in service, that the Company provides no warranty regarding or related to disruptions of service and that disruption of service does not constitute a reason for refund.

The Company reserves the right to modify any of the content in the Product at any time and at our sole discretion. At our sole discretion, additional content may become available, some previously available content may become unavailable, or some existing content may be modified. At our discretion, we may decide to inform you of any modifications to the content by email, push- notification, or a pop-up in the Product. In agreeing to the Terms, you agree that both the Trial and Paid Access include no warranty that the Product will remain the same over time.

You also agree that there is no warranty regarding the future functionality and features in the Product.

6 Using the Product

6.1 Eligibility

You are eligible to use the Product if

1. You are old enough to enter into a legally binding contract, typically this is 18 years or older.

2. Information provided when signing up is accurate and up to date.

3. Your use of the Product is not in violation of any laws or regulations.

Minors may use the Product if the following conditions are met:

1. The user account is created by the Minor’s parent or legal guardian

2. The Product is being used with the involvement and consent of the Minor’s parent or legal guardian

3. The Minor’s parent or legal guardian agrees to all the Terms outlined herein on behalf of the Minor

4. The parent or legal guardian assumes all potential liabilities involved with the Minor's use of the Product

5. The Minor’s parent or legal guardian assumes the responsibility to ensure that these conditions are satisfied

6.2 Levels of Access

There are two level of access that Users may be granted to the Product. These access levels consist of a complimentary and free level of access (the free “Trial”) and a paid level of access (“Paid Access”).

The app may include content that is not essential to acquainting the User with the Product, but that rewards Users for performing non-essential actions within the Product. Such content is referred to as “Bonus Content”.

The Trial consists of unlimited access to a limited portion of the content in the Product, and is offered under the following conditions and qualifications:

1. The Trial may be presented to Users under a different name, for example, “Tour of Sum, Ergo” or “Tour of Experience”.

2. We reserve the right to, at our sole discretion, determine the content that will be available in the Trial.

3. The Trial may include some Bonus Content.

Paid Access consists of access to all of the content in the Product with the following qualifications:

1. Some content within the app may be available only upon completion of other content within the Product, or taking specific actions within the Product (otherwise known as “Prerequisites”). For example, one or several sessions may need to be completed before some other sessions become available. The purpose of conditioning access of content upon completion of other content in the Product is to create a more cohesive temporal narrative for the user experience. Content here refers not only to audio sessions but also features available within the Product.

2. Paid Access may or may not include some Bonus Content, depending on whether users have performed certain actions within the Product.

6.3 Paid Access

Paid Access can be obtained by making a purchase with an “App Provider” (the Apple iTunes Store or the Google Play Store) or directly from us through the Website if the Product is available for use on the Website. Collectively, the App Provider and Website are referred to as the “Purchase Venue”). We provide two types of Paid Access: a Lifetime Subscription, and an Annual Subscription.

The amount payable by you for obtaining Paid Access through any of the options will be presented to you in the Product and in the Purchase Venue. You agree that, in addition to the purchase price presented to you, you are responsible for: payment of any applicable fees or taxes (including but not limited to fees levied by any financial institution such as credit card companies or banks); payment of any additional charges levied by the App Provider for the purchase; payment of any verification or pre-authorization charges if payment is processed through the Website.

In the case that Paid Access is obtained through an App Provider, you acknowledge that: your purchase will not be eligible for refund by the Company, that any amounts paid are full and final; and that an order is considered complete only if the Company can verify your purchase with the App Provider.

You further acknowledge that: the Annual purchase option is a subscription that renews automatically on an annual basis (one payment per year of the amount listed); that subscriptions can be cancelled at any time; that upon cancellation of a subscription, you will not be eligible for a refund for the current payment period; that at the discretion of your credit card provider, it may be possible that a third-party Payment Provider, or the App Store, receives updated credit card information in order to ensure uninterrupted access to subscription content when your credit card is expiring; and that Paid Access is non-transferrable to other people or accounts.

With respect to Annual Subscriptions, you acknowledge that the price of an Annual Subscription may be quoted as a monthly equivalent provided there is a note on the same page stating that billing occurs for the entire year in a single annual payment. With respect to Lifetime Purchase, you acknowledge that: Lifetime Purchase consists of an upfront, one-time payment that provides access to the product until one of the following termination events occurs: the Company ceases to offer (discontinues) the Product or the passage of 100 years.

The Company reserves the following rights regarding Paid Access:

1. The right to analyze and process transactions.

2. The right to terminate your Access if you are in violation of the terms.

3. The right to suspend your Access if the Company deems a transaction to be suspicious or fraudulent.

7 Content and Intellectual Property Rights

For the purposes of these Terms, “Intellectual Property” consists of any content, including but not limited to, trademarks, patents, trade secrets, copyrights, logos, images, audio files, source code, written text, or data in which an individual or organization has rights in. The Product may contain the Intellectual Property of any number of individuals and organizations. Paid Access to the Product does not grant you a license to use, modify, or alter any of the Intellectual Property present in the Product. You may use, modify or alter any Intellectual Property in the Product only if you have received prior written permission from the owner of the Intellectual Property. The Company reserves all of its rights to its Intellectual Property, including the right to enforce all of its ownership rights for its Intellectual Property. In the case of Third Party ownership of Intellectual Property used in the Product, the Company reserves the right to enforce the ownership rights of said Third Party on their behalf for the purpose of protecting the Product.

7.1 Posting Content

In some situations, the Product may provide a forum on which Members can upload content – such as text or images – in to the Product. Examples may include providing feedback to the Company or posting a comment about a particular audio session. Depending on the context, content may or may not be publicly visible. This content is also Intellectual Property, and as the creator of such content, you are the owner of the Intellectual Property.

When you post, publish, or upload any Intellectual Property to the Company Website, App, or any public forum concerning the Product, you agree that in doing so:

1. You grant the Company perpetual, worldwide, non-exclusive, royalty free rights to use your Intellectual Property under the condition that you are cited as the source of said Intellectual Property

2. You indemnify the Company from any damages arising from incorrect attribution of your Intellectual Property if said incorrect attribution is a result of false or incorrect information provided at the time of creating your User Account.

3. You agree not infringe upon, misappropriate, or violate the Intellectual Property of any Third Party

4. You agree not infringe upon, or violate, the privacy rights of a Third Party

5. You agree not disclose the personal information of a Third Party unless you have their explicit consent in writing.

6. You agree not violate any laws, regulations, or norms of decency.

7. You agree not promote the violation of any laws, regulations, or norms of decency

8. You agree not incite hatred or violence towards any person or group of people

9. You do not post content that discriminates against any group of people on the basis of race, gender, sexual orientation, disability

10. You do not post content that can be construed as an attempt to harass, defame, marginalize, cause anxiety or distress to any person or subset of peoples

You agree to take responsibility for any and all damages arising from any violations of this clause. The Company reserves the right to remove any content that does not conform to the above restrictions.

8 Prohibitions

By agreeing to these Terms, you agree to the following prohibitions:

1. You will not infringe upon the Intellectual Property of the Company. This includes, but is not limited to, the “Sum, Ergo” logo, the “Sum, Ergo” trademark, all proprietary graphics and audio, the combination and type of images, the layout and design of the Product, and any other proprietary information unless you have received written permission from the Company.

2. You will not reproduce or distribute any of the Intellectual Property of the Company.

3. You will not impersonate or attempt to impersonate the Company or the Product.

4. You will not access or attempt to access the Company servers except as happens based on the Product source code in the course of normal human use of the Product.

5. You will not interfere or attempt to interfere with the delivery of any content or services that the Company provides.

6. You will not impair or attempt to impair the functionality of the Product and the delivery of its content and services in any way.

7. You will not attempt to access the source code of the Product or attempt to reverse engineer the Product

The Company reserves the right to terminate access or subscriptions if you are found to violate any of these terms. The Company reserves the right to prosecute any violations of these prohibitions to the fullest extent of the law.

9 Arbitration Notice

Any disputes with the Company, including attempts to seek relief or damages (herein referred to as Disputes) are to be resolved in accordance with the Arbitration Agreement below. You agree that any Disputes that cannot be resolved by both parties either informally or through small claims court, are to be resolved through binding arbitration. This section on Arbitration specifies, and limits, the manner in which you may seek relief or damages from the Company.

You agree to waive the right to participate in class action lawsuits and class-wide arbitration. If any claim is determined by matter of law not to be under purview of resolution by arbitration, then only that claim can be taken to court.

9.1 Disputes

Any dispute between you and the Company relating to the Product and its Terms of Service, regardless of the nature and basis of the dispute, must be determined via mandatory binding individual arbitration. You agree that the arbitrator shall have exclusive power in their jurisdiction. The arbitrator has the exclusive power to determine the scope, validity, and arbitrability of any claim. The arbitrator is required to follow this agreement, and this arbitration provision will survive termination of the Terms of Service.

Arbitration may be waived if both you and the Company mutually agree to waive arbitration to either (1) resolve the claim by direct agreement of the parties, or (2) resolve the claim through individual action in a U.S. small claims court.

9.2 Arbitration Rules

Arbitration will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) as applicable and as modified by these Terms of Service. The Federal Arbitration Act determines the interpretation and enforcement of the arbitration clause in these Terms. If the Arbitration Clause is not enforceable in whole or in part, and the parties do not mutually agree to settle or use arbitration, then the jurisdiction for any proceedings against the Company will default to New York.

If you intend to seek arbitration, you are first required to send written notice (the “Notice”) to our Physical Address. To ensure that the Physical Address you use is valid, please email the Company at help@sumergoapp.com to receive the most recent Physical Address. When sending the written notice, you must require a delivery signature by us.

A notice must include (1) the basis of your claim or dispute and (2) a description of the relief sought by you (the “Demand”). We may contact you directly to resolve the claim or dispute. After 30 days, if no agreement is reached, either party may commence arbitration proceedings. If arbitration is decided in your favor, then the Company will pay you the maximum damages set out above in this contract ($50).

Once Notice has been received by the Company, you may file paperwork for arbitration proceedings. Details on the arbitration rules and the procedure for filing can be found at www.adr.org/rules or you can contact the AAA at 1-800-778-7879.

Unless the arbitrator determines that in-person physical appearance is required, the arbitrator shall conduct hearings via video-conference (or tele- conference if video is not possible). The venue for in-person hearings shall be determined based upon the reasonable convenience of both parties.

9.3 Confidentiality

In sending Notice to the Company, you agree to keep confidential all documents and matters related to your claim. This includes the Notice, all communications with the Company concerning the Notice, all arbitration proceedings, and the outcomes of the arbitration proceedings.