Reward Terms

Important: Please read this Agreement carefully and keep it for your records. If you give your Big Health Rewards Card to another person, you should also give that person this Agreement.

This BIG HEALTH REWARDS AGREEMENT (“Agreement”) sets forth the terms of your Big Health Rewards. Your Card (defined below) is supplied by a third-party supplier (“Supplier”), who is issued cards from financial institutions.

Definitions. In this Agreement, the words “you” and “your” mean the person who received the Card and/or the person who is using the Card. “We”, “us”, “our” and “Big Health” mean Big Health Inc., a Delaware corporation. “Card” means the Big Health Rewards Card that is purchased by us and offered by Supplier to you.

Agreement to Terms. Please read this Agreement carefully and keep it for your records.By using the Card, you agree that you are at least 18 years of age and agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Card.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (INCLUDING A CLASS ACTION ARBITRATION WAIVER). IT IS IMPORTANT THAT YOU READ THE ENTIRE ARBITRATION SECTION CAREFULLY.

Card Description. The Card is a prepaid card loaded with a specific amount of U.S. dollars. This Card is not a credit card or charge card that allows you to make purchases and pay later, and using the Card will not affect your credit history. You will not receive any interest on the funds on your Card. The Card is nontransferable and may be canceled or revoked at any time without prior notice, except as required by law.  The Card is subject to separate terms and conditions, depending on the network, and the issuing bank with whom the accounts associated with the Cards are held, or merchant that you select, which you will have to agree to separately in order to use the Card (the “Card Terms”).  Prepaid Mastercards and Mastercard Gift Cards are issued by Pathward, N.A., Member FDIC, pursuant to license by Mastercard International Incorporated. Visa® prepaid cards are issued by Pathward, N.A., Member FDIC, pursuant to a license from Visa. U.S.A. Inc. The Visa Gift Card is issued by Pathward, N.A., Member FDIC or Sunrise Banks, N.A., St. Paul, MN 55103, Member FDIC, pursuant to a license from Visa U.S.A. Inc.

Cards shall be distributed digitally or electronically. You acknowledge and understand that the use of the electronic mail or short message service (“SMS”), involves risks and the potential for misdirected emails, SMS, or delays in delivery of the mail, email or SMS, and you agree that we shall under no circumstance bear any losses or liability resulting from or attributable to undeliverable, misdirected, or delayed emails or SMS, except to the extent attributable to the negligence or intentional misconduct of Big Health. You shall not provide any e-mail address or mobile phone number to either Supplier or Big Health for delivery of a Card without obtaining the consent of the intended recipient of such e-mail or SMS. We are not responsible for the loss of any value associated with a Card once it has been claimed. To reduce the likelihood of any potential loss, we encourage you to redeem Card funds on a timely basis.

Supplier Card Management Platform. Following registration with Supplier, you may be given access to Supplier’s Card Management Platform (“CMP”) to facilitate ordering of your Card. You will be responsible for controlling access and setting passwords for the CMP.  You are responsible for ensuring the accuracy of the details input into the CMP to select a Card. Your access to the CMP may be suspended or terminated at any time if Supplier suspects fraud or misuse. The CMP is provided solely by Supplier on an ‘AS IS’ basis and access may be restricted by circumstances outside our control. You agree that we have no control over any information transmitted or received by you outside the limits of this Agreement or our websites and we have no liability to you for such use.

Using Your Card. Your Card may be used online anywhere that accepts your Card’s network brand which can be used to purchases services and merchandise from the relevant retailer, subject to the limitations in this Agreement and the Card Terms. If you do not have enough funds available on your Card, you may instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with other funds. These are called “split transactions,” and some merchants do not permit them.

You agree that you will: (i) not use the Card for any illegal transactions; (ii) not use the Card for any alcohol related goods; (iii) promptly notify us of any theft of the Card or unauthorized transactions; (iv) not use the Card for business purposes; (v) engage in any fraudulent or inappropriate acts; and (vi) use the Card only as permitted by this Agreement and the Card Terms. The Card may not be accepted by certain merchants whose goods or services are not legal for minors. The Card itself may not be returned to any merchant for a refund or redeemed for cash, except where required by applicable law. You are responsible for all transactions initiated and fees incurred by use of your Card. If you permit another person to have access to your Card, we will treat this as if you have authorized such use and you will be liable for all transactions incurred by those persons. You may not request an additional Card for another person. For security reasons, we may limit the number or amount of transactions you can make with the Card. You do not have the right to stop payment on any purchase or payment transactions that you originate through the use of the Card. You may not make preauthorized regular payments from your Card.

We reserve the right to accept or refuse Card issuances or orders at our sole discretion.  We may suspend or terminate your Card at any time if we suspect misuse, including (i) impersonating any person; and (ii) registering for or creating multiple Card accounts under false or misleading pretenses, including, but not limited to, using a false, misleading or disguised e-mail address. If we have reasonable grounds to believe there is a deliberate attempt to defraud us, then we may and notify the police and instruct Supplier to remove your CMP account.

Available Balance. Each time you use your Card, you acknowledge that the value available on your Card shall be reduced by the amount of the transaction and any applicable fees, taxes or other charges assessed by the merchant. Transactions that exceed the remaining balance on your Card are prohibited and should be declined at the point of sale. If, notwithstanding an insufficient balance, an authorization is received by the merchant or the merchant uses other means to proceed with the transaction, then you agree to reimburse us for any amount in excess of the Card balance for such a transaction.

Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality or any other aspect of goods and services that you purchase from others with your Card. All such disputes should be addressed to the merchants from whom the goods and services were purchased.

Change in Terms. We may, to the extent permitted by applicable law, amend the terms and conditions of this Agreement (or add additional terms) at any time by posting the amended terms on our website and any such amendment shall be effective upon such posting to the website.

Suspension and Termination. We reserve the right, in our sole discretion, to limit your use of the Card. We may instruct the Supplier to refuse to issue a Card or may instruct the Supplier to suspend or terminate Card privileges with or without cause or notice, other than as required by applicable law. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Card. Termination of your Card privileges will not otherwise affect your rights and obligations arising under this Agreement prior to termination.

Cardholder Information. We may use, collect, and process information (including personally identifiable information) about you, your Card and the transactions related to your Card (“Cardholder Information“). Only those persons who need it to perform their job responsibilities are authorized to have access to Cardholder Information. In addition, we maintain physical, electronic, and procedural security measures that comply with federal regulations to safeguard Cardholder Information.

No Warranty of Availability or Uninterrupted Use. From time to time, services related to the Card may be inoperative. When this happens, you may be unable to use your Card or obtain information about your Card. You agree that we will be responsible for temporary interruptions in service, nor shall we be liable for extended interruptions, including, but not limited to, failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.

Stolen Card. You agree to safeguard and securely store your Card against theft by taking all reasonable precautions. If your Card has been stolen, you agree to notify us immediately.

Unauthorized Transactions or Errors. You agree to safeguard your Card against unauthorized use by taking all reasonable precautions. If you believe that someone has made an unauthorized transaction with your Card (or may attempt to use your Card without permission) or you believe an error has occurred with your Card, you agree to notify us immediately. You agree to assist in determining the facts relating to any possible unauthorized use or error associated with your Card, and to comply with the procedures we may require for our investigation.

Disclaimer of Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE CARD OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability. OUR TOTAL, CUMULATIVE LIABILITY ARISING UNDER THIS AGREEMENT FOR ANY DAMAGES OF ANY KIND SHALL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT EQUAL TO THE LESSER OF (A) THE TOTAL AMOUNT LOADED ON THE CARD OR (B) THE MINIMUM AMOUNT PERMITTED UNDER APPLICABLE LAW. IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THIS PROVISION SHALL NOT BE EFFECTIVE TO THE EXTENT OTHERWISE REQUIRED BY LAW.

Governing Law, Court Proceedings, Damages, Arbitration: Except as set forth in the Agreement to Arbitrate and Waiver of Jury Trial below, (1) this Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Delaware; (ii) any action or proceeding with respect to this Agreement or any services hereunder shall be brought only before a federal or state court in the State of California; and (iii) you agree to pay upon demand all of our costs and expenses incurred in connection with the enforcement of this Agreement. If we are served garnishments, summonses, subpoenas, orders or legal processes of any type, we are entitled to rely on the representations therein and may comply with them in our own discretion without regard to jurisdiction.

AGREEMENT TO ARBITRATE AND WAIVER OF JURY TRIAL: PLEASE READ THIS PROVISION OF THE AGREEMENT CAREFULLY. UNLESS YOU EXERCISE YOUR RIGHT TO OPT-OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY TRIAL, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED FOR IN THE ARBITRATION RULES), AND TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS OR IN ANY CONSOLIDATED ARBITRATION PROCEEDING OR AS A PRIVATE ATTORNEY GENERAL. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE IN ARBITRATION.

Agreement to Arbitrate.You agree that any dispute, claim or controversy against us arising out of or relating to (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Card at any time (“Dispute”) will be settled by binding arbitration between you and us, and not in a court of law.

You acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Big Health otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, we retain the right to bring an individual action in small claims court and 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 our copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Arbitration rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Agreement to Arbitrate and Waiver of Jury Trial. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. You agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate and Waiver of Jury Trial, including any claim that all or any part of this Agreement to Arbitrate and Waiver of Jury Trial is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Agreement, you agree and acknowledge that this Agreement to Arbitrate and Waiver of Jury Trial evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Agreement to Arbitrate and Waiver of Jury Trial or the enforcement thereof, then that issue shall be resolved under the laws of the State of Delaware.

Arbitration process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.)  The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the State of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Arbitration location. Unless Big Health otherwise agrees in writing, the arbitration will be conducted in San Francisco, California U.S.A. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Big Health submit to the Arbitrator, unless you request a hearing, or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.  The proceedings shall be in English, and all evidence shall be in English (or translated into English).

Arbitrator’s decision. The Arbitrator will render a written decision within the timeframe specified in the AAA Rules.  The Arbitrator’s decision shall comply with all terms and conditions in the applicable version of the Agreement.  The Arbitrator shall apply applicable federal and Delaware substantive law and the terms of this Agreement. The Arbitrator must apply the terms of this Agreement to Arbitrate and Waiver of Jury Trial, including without limitation the waiver of class-wide arbitration. Judgment on the Arbitrator’s decision may be entered in any court having competent jurisdiction to do so. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. The Arbitrator has the ability to award all remedies available by statute, at law, or in equity to the prevailing party and the prevailing party in arbitration may be entitled to an award of attorneys’ fees and expenses in the Arbitrator’s discretion, to the extent provided under applicable law. The parties acknowledge and agree that this Arbitration Agreement and any award rendered pursuant hereto shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Review of Arbitrator’s Award.The Arbitrator shall apply applicable federal and Delaware substantive law and the terms of this Agreement. The parties shall have, in addition to the grounds referred to in the FAA for vacating, modifying, or correcting an award, the right to judicial review of (a) whether the findings of fact rendered by the arbitrator are supported by substantial evidence and (b) whether the conclusions of law are erroneous under the substantive law of Delaware and applicable federal law. Judgment confirming an award in such a proceeding may be entered only if a court determines that the award is supported by substantial evidence and is not based on legal error under the substantive law of Delaware and applicable federal law.

Arbitration Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Waiver of Rights. You are waiving your right to a jury trial, to have a court decide your Dispute, to participate in a class action lawsuit, and to certain discovery and other procedures that are available in a lawsuit. You and we agree that the Arbitrator has no authority to conduct class-wide arbitration proceedings and is only authorized to resolve the individual Disputes between you and us. The validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration, if challenged, are to be determined solely by a court of competent jurisdiction and not by the AAA, or the Arbitrator. If such court refuses to enforce the waiver of class-wide arbitration, the Dispute will proceed in court and be decided by a judge, sitting without a jury, according to applicable court rules and procedures, and not as a class action lawsuit.

Severability. If any portion of this Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from this Agreement; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Agreement to Arbitrate and Waiver of Jury Trial; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Survival. This Agreement to Arbitrate and Waiver of Jury Trial shall survive: (1) cancellation, payment, charge-off, or assignment of this Agreement; (2) the bankruptcy of any party; and (3) any transfer, sale, or assignment of this Agreement, or any amounts owed under this Agreement, to any other person or entity.

Assignability. We may assign or transfer our rights and obligations under this Agreement at any time without prior notice to you. Notwithstanding the foregoing, this Agreement shall be binding on you and your heirs, your executors, administrators, guardians, personal representatives, or trustee in bankruptcy.

Miscellaneous Provisions: When any provision in this Agreement states that we may take certain actions, we may do so in our sole discretion. We do not waive our rights by delaying or failing to execute them at any time. The headings of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. To the extent permitted by law and as permitted by the Agreement to Arbitrate and Waiver of Jury Trial above, you agree to be liable to us for any loss, costs, or expenses that we may incur as a result of any Dispute or legal proceeding involving your Card. If a court finds any provision of this Agreement invalid or unenforceable, such finding shall not make the rest of this Agreement invalid or unenforceable. To the fullest extent possible, any such provision shall be deemed to be modified so as to be rendered enforceable or valid; however, if such provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

Customer Service. For all customer service information regarding the Card, please contact: hello@sleepio.com

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