Terms Of Use

Terms of Use Effective Date: June 1, 2023

Welcome to the Shutize website, which can be accessed at www.shutize.com (referred to as the "Website"). These Terms of Use contain important information about the Website. Please read them carefully. By using this Website, you agree to comply with these Terms of Use. If you do not agree with any part of these Terms of Use, please refrain from using the Website.

The terms "you" and "yours" refer to the individual using this Website. The terms "we," "our," "us," and "Shutize" collectively refer to Shutize.com, a part of Cinco Ranch Sleep Center, LLC, a Texas Limited Liability Corporation.

The use of this Website is subject to these Terms of Use. You are bound by these Terms of Use when using this Website. If you disagree with any of these Terms of Use, please refrain from using this Website.

For information regarding the collection, processing, and sharing of personal information obtained through this Website, please refer to our Privacy Policy, which can be accessed here (referred to as the "Privacy Policy"). Please note that Shutize does not guarantee the accuracy or completeness of the information available on this Website. Additionally, Shutize does not make any representations about third-party websites that may be linked from this Website. By using this Website, you agree that any disputes will be governed by the laws of the State of Texas, without regard to its conflict of laws principles.

Shutize Business Overview Cinco Ranch Sleep Center, LLC, doing business as Shutize.com, is a licensed Durable Medical Equipment (DME) Provider in certain states. Shutize.com dispenses durable medical equipment for the treatment of sleep disordered breathing ("SDB") as directed by a licensed physician. As a DME Provider, Shutize.com may provide informative content about sleep apnea, CPAP/APAP devices, and related topics. It is important to note that the information provided by Shutize should not be considered medical advice. Shutize DOES NOT offer patient evaluations, diagnoses, care, or treatment. Shutize.com should never be used as a substitute for a licensed medical practitioner. In case of medical emergencies or prompt medical attention, please contact your local health authority or call 911.

Shutize aims to assist customers in improving their sleep and treating obstructive sleep apnea. However, as obstructive sleep apnea is a medical condition, there are certain limitations to what Shutize can do. Here is an overview:

What Shutize Does:

• Provides valuable information on sleep health, obstructive sleep apnea, and other sleep-disordered breathing conditions.
• Under the guidance of a client's physician, Shutize.com conducts home sleep tests and shares the results with the physician for interpretation.
• Supports clients throughout the process of purchasing durable medical equipment related to obstructive sleep apnea, including CPAP machines and associated supplies, as prescribed by physicians.
• Provides client support, guidance, fitting tutorials, and sleep data.

What Shutize Does Not Do:

• Diagnose clients with sleep apnea.
• Write prescriptions for home sleep tests or durable medical equipment.
• Interpret results from home sleep tests.
• Provide any medical services, whether emergency or routine, to clients.
• Establish a physician-patient relationship with clients.

Engagement with Contracted Independent Physicians:

SHUTIZE DOES NOT PRACTICE MEDICINE. However, we offer our clients access to a comprehensive path of diagnosis and treatment by facilitating introductions to licensed physicians. These physicians, known as Contracted Independent Physicians, are not affiliated with Shutize.com other than their involvement in specific aspects of the Shutize diagnostic path related to the "practice of medicine." Through our websites, Shutize.com enables clients to contact and pay for services provided by these physicians. We do not have a financial interest in the Contracted Independent Physicians nor do we have control over their operational decisions.

It is important to note the following if you choose to engage with a Contracted Independent Physicians doctor:

• The relationship between a Shutize client and a physician from Contracted Independent Physicians is at the discretion of the client.
• Shutize is not involved in the physician-patient relationship established between its clients and the Contracted Independent Physicians or any other doctor.
• Engaging with a Contracted Independent Physicians doctor does not obligate you to continue using Shutize or limit your personal healthcare choices.
• The fees paid to Contracted Independent Physicians are predetermined and not influenced by diagnosis or directives, ensuring no conflict of interest.
• When Shutize acts as a conduit for payments between clients and Contracted Independent Physicians, we provide full transparency regarding the disposition of funds.
• Reliance on the services of Contracted Independent Physicians is solely at your own risk, and you assume full responsibility for associated risks. Shutize does not provide any warranties regarding the training or skill of Contracted Independent Physicians or any other healthcare provider.
• Alternatively, if you have an existing relationship with a licensed physician, we are happy to take direction from them.

Independent Statement:

All services provided on Shutize.com, including the advertisement, ordering, sale, delivery, instruction, and setup of products, are solely performed by Shutize and independent of the manufacturer.

Medical Emergency Disclaimer:

This website should not be used for medical emergency services. In case of an emergency, please call 911 or your local emergency assistance number.

General Medical Disclaimers:

The content available on this website is for informational and educational purposes only and should not be considered a substitute for professional medical judgment in diagnosing and treating patients. Shutize does not provide medical advice or diagnostic services. The use of the content obtained through this website does not establish a physician-patient relationship. The information on the website does not guarantee the safety, appropriateness, or effectiveness of any specific drug, therapy, or treatment for an individual. Furthermore, a healthcare provider's use of our services does not imply endorsement or recommendation by Shutize.

Your reliance on information and content obtained from this website is at your own risk. Shutize and its content providers are not liable for any damage or injury, including death, resulting from the use of products, information, ideas, or instructions contained in the content.

SHUTIZE.COM IS NOT A HEALTHCARE PROVIDER. The content on the website supports, but does not replace or intervene in, the relationship between you and your healthcare provider. While the website provides general information about sleep-disordered breathing and sleep wellness, it is not intended to provide medical advice. The content serves as a resource and informational tool. Always consult a physician or qualified healthcare provider for any medical condition. Do not disregard professional medical advice or delay seeking it based on information seen or read on this website. We are not medical professionals and will not discuss or advise on medical treatment. If you have a medical problem or condition, please contact a qualified healthcare professional immediately.

Medicare and Medicaid Disclaimer:

Important Notice for Medicare and Medicaid Beneficiaries: Medicare and Medicaid will cover the cost of medical equipment and supplies only if the supplier possesses a valid Medicare or Medicaid supplier number. Please note that Shutize does not have a Medicare or Medicaid supplier number. Therefore, Medicare or Medicaid will not provide coverage for any medical equipment or supplies sold or rented by Shutize. As the beneficiary, you will bear full financial responsibility for payment of all items purchased from Shutize.com.

Private Insurance Disclaimer:

At Shutize.com, we exclusively operate as a cash-only seller of durable medical equipment pertaining to the treatment of sleep-disordered breathing. We do not directly bill insurance companies under any circumstances, and we make no guarantees regarding whether your private insurance will cover the services or products we offer. It is your sole responsibility to bear the financial burden for all products and services acquired from this website. However, please note that Shutize does accept payments from Health Savings Accounts and Flexible Savings Accounts through our secure payment platform.

HIPAA Disclaimer:

As a cash-only Durable Medical Equipment (DME) Provider, Shutize is not classified as a covered entity as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Consequently, we are not obligated to comply with HIPAA regulations. Nonetheless, we take your privacy seriously and have implemented measures to safeguard your personal information on our website. For detailed information, please refer to our privacy policy available on our website or reach out to us via email at [email protected].

Intellectual Property Rights:

Ownership: All content, including text, images, data, information, and other materials displayed or accessible on this Website ("Content"), along with any associated intellectual property rights (such as trademarks and copyrights), belong to Shutize, its affiliates, licensors, or designated owners. Such Content is protected by applicable intellectual property laws. Unless otherwise stated, all content on this Website should be considered copyrighted material and may not be used without our explicit written permission, except as otherwise provided in these Terms of Use.

Authorized and Prohibited Uses:

You may download and print copies of the Content solely for noncommercial, informational, and personal use, provided that you do not modify or alter it in any way and comply with these Terms of Use and applicable laws. Except where explicitly authorized in these Terms of Use, you may not reproduce, sell, publish, distribute, modify, display, or use any part of this Website or its Content without prior written permission from us. If this Website enables you to email specific Content or a link using an "email to a friend" or similar feature, you may send that particular Content or link to others via email, as indicated. It is your responsibility not to infringe upon any Intellectual Property Rights and not to remove or modify any related proprietary notices found on this Website or in the Content.

Content:

Except as stated in our website Privacy Policy, any content that you provide to this Website or Shutize, whether directly or through a third-party website ("User Content"), will be considered non-confidential and may be disclosed through this Website to unknown individuals worldwide without control by Shutize. This includes browsing, downloading, printing, and other uses by such individuals or entities. By submitting User Content to this Website or Shutize, you agree to only provide authorized User Content that complies with the purposes of this Website and these Terms of Use. By posting User Content on this Website, you confirm that you own the rights to the User Content or have the necessary authorization to post, distribute, display, perform, transmit, or otherwise use the User Content. You are responsible for determining the extent to which your submitted User Content is protected by applicable intellectual property laws. By submitting User Content to this Website or Shutize, you grant Shutize a worldwide, royalty-free, perpetual, irrevocable, sublicensable, non-exclusive right and license to translate, reproduce, sell, publish, distribute, modify, adapt, display, perform, promote, link to, or use your User Content in any form or media. Shutize does not endorse any User Content or third-party products or services that may appear on this Website. Shutize is not obligated to use any User Content you submit or allow the posting of such User Content on this Website.

Registrations and Passwords:

To access this Website or certain parts of it, you are required to have a password and provide registration details. Our affiliated manufacturers and privacy policies necessitate this. It is essential that the details you provide are accurate, up to date, and complete. If Shutize determines that the details are incorrect, not current, or incomplete, we reserve the right to deny you access to the Website or its resources and may suspend or terminate your account, if applicable. You are responsible for maintaining the confidentiality of your password(s) and fully liable for any activities that occur under your password(s). Shutize shall not be held responsible for any losses you may incur due to unauthorized use of your password, with or without your knowledge. You may be held accountable for any losses incurred by Shutize, its affiliates, officers, directors, employees, consultants, agents, and representatives as a result of someone else using your account or password. If you suspect any unauthorized use of your password(s), it is your responsibility to notify us immediately. We reserve the absolute right to refuse password issuance to any individual or entity.

Software Downloads:

Any software made available for download from this Website (Software) is the copyrighted work of Shutize, its affiliates, or suppliers. The Software is provided for download solely for your personal use, subject to the terms of the applicable end user license agreement (EULA). Any reproduction or redistribution of the Software, except as permitted in the EULA, is strictly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the fullest extent of the law. Additionally, downloading Software is prohibited if you are accessing this Website from any country where the export of software is prohibited by the U.S. Department of Commerce. Copying or reproducing the software to any other server or location for further reproduction or redistribution is expressly prohibited.

Restricted Rights:

Information downloaded from this Website for or on behalf of the Government of the United States of America and/or its agencies (US Government) is provided with Restricted Rights. The use, duplication, or disclosure by the US Government is subject to the restrictions set forth in applicable laws and regulations.

Compliance with the Digital Millennium Copyright Act:

Shutize upholds the rights of copyright holders and has implemented a policy to terminate users of this website who infringe on those rights. If you believe your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the necessary information as required by the Digital Millennium Copyright Act, 17 U.S.C. Section 512:

• A physical or electronic signature of an authorized person acting on behalf of the alleged infringed exclusive right owner.
• Identification of the copyrighted work claimed to be infringed, or a representative list of such works if multiple works are involved.
• Identification of the infringing content and sufficient information for Shutize to locate it, along with contact information.
• A statement from the complaining party that they have a good faith belief that the use of the content is unauthorized by the copyright owner, its agent, or the law.
• A statement that the information provided in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the allegedly infringed exclusive right owner.

For copyright inquiries under the Digital Millennium Copyright Act, please contact Shutize at:

Shutize.com; Cinco Ranch Sleep Center

26077 Nelson Way Dr. ste. 902 Katy, Texas 77494 [email protected]

Website Administration

Access Arrangements and Fees:

Your use of this website must comply with the procedures, forms, formats, displays, and operating times determined by Shutize at its discretion. You are responsible for all necessary software, hardware, interconnections, fees, expenses, costs, and taxes required for accessing or using this website. Currently, there is no fee to use this website, excluding any separate subscription-based or other services offered within, which may require a separate agreement. However, Shutize reserves the right to impose or modify fees for the use of this website or its portions at any time without liability. Payment of such fees will be due within 30 days from the invoice date unless otherwise agreed upon by you and Shutize or as required by Shutize. Any imposition of fees or modifications will be notified on this website. Shutize operates as a pay-for-service and/or product website.

Linking: Unless specifically agreed upon between you and Shutize, linking to any page of this website is prohibited. In cases where linking is allowed, immediate notice must be sent to Shutize via email at [email protected]. Shutize may delete any inappropriate links or provide notice regarding their removal or modification if it deems the linking practices to be inappropriate. You agree to comply with Shutize's requirements concerning such notice.

Access to Website:

While Shutize aims to make the website accessible 24/7, there may be instances where it is unavailable due to routine maintenance or other reasons beyond Shutize's control. You acknowledge that access to the website may be interrupted, suspended, or terminated at any time due to various circumstances. Shutize reserves the right to change or discontinue any aspect or feature of the website, including content, availability hours, and required equipment for access, at any time.

Import/Export Control:

You agree not to violate applicable import/export control, espionage, or national security laws by submitting any user content or transferring information related to any content through this website.

Your Responsibilities

Compliance:

By using this Website, you agree to abide by all applicable laws.

Inappropriate Content and Conduct:

You are prohibited from submitting or engaging in any activity on this Website that involves illegal, inaccurate, misleading, infringing, defamatory, obscene, offensive, or objectionable content. Additionally, you must not cause harm, embarrassment, or negative publicity to Shutize.

Functional Compatibility and System Misuse:

You must only submit User Content that is functionally and technically compatible with this Website. Any attempts to damage, corrupt, tamper with, or infect this Website, its Content, or any information or communication system of Shutize with viruses or other malicious computer programs are strictly forbidden. Your use of this Website should be limited to its permitted purposes as stated in these Terms of Use. Engaging in abusive activities or any action that negatively impacts the use or enjoyment of this Website by others is also prohibited. It is strictly forbidden to use any services or facilities provided in connection with this Website to compromise security or tamper with system resources and accounts. Usage or distribution of tools designed to compromise security, such as password guessing programs, cracking tools, or network probing tools, is strictly prohibited. In the event of a violation of system security, Shutize reserves the right to disclose your information to system administrators at other sites and law enforcement authorities to assist in resolving security incidents.

Cooperation and Reporting:

You agree to cooperate with Shutize and promptly notify them of any actual or suspected breaches of these Terms of Use by you or any unauthorized use or abuse of this Website.

Warranty Disclaimers:

This Website, its Content, and its links are provided "as is" and used at your own risk, to the fullest extent permitted by law. Shutize disclaims all warranties, representations, and conditions, whether express or implied, including but not limited to fitness for a particular purpose, merchantability, title, non-infringement, results, accuracy, completeness, accessibility, compatibility, security, and freedom from computer viruses. If applicable law does not allow the exclusion of some or all of the implied warranties mentioned above, the exclusions will apply to the fullest extent permitted by law.

Limitations on Liability and Remedies:

Your exclusive remedy and Shutize's entire liability in any dispute (including your use of the Website) is to discontinue your use of the Website. Shutize and its vendors shall not be liable for any direct, indirect, special, incidental, consequential, or exemplary damages arising from your use of this Website or any other claim related to your use or registration with Shutize. These exclusions include damages for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses, even if Shutize has been advised of the possibility thereof. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not allowed, Shutize and its vendors' liability shall be limited to the extent permitted by law. Shutize does not endorse, warrant, or guarantee any product or service offered through this Website and will not be responsible for monitoring any transaction between you and third-party providers of products or services or affiliates. If any of the provisions in this section are unenforceable in an applicable jurisdiction, Shutize's maximum liability will be limited to either the correction or deletion of inaccurate content or links, or the refund of any fees for this Website received by Shutize from you, at Shutize's sole discretion.

Indemnification: By using this Website, you agree to protect, indemnify, and hold Shutize and its affiliates, officers, directors, employees, and contractors harmless from any demands, claims, damages, liabilities, expenses, or harm, including attorney's fees, arising from your use of the Website, online conduct, violation of these Terms of Use, or any transactions or dealings with other individuals resulting from the use of this Website.

Third-Party Sites: This Website may include content, links, and other information submitted by third parties, for your convenience. Shutize has no control or responsibility over these third parties, their content, or any translations provided. Shutize is not obligated to monitor, control, or restrict the use of this Website or third-party websites accessible through links on this Website. You acknowledge that Shutize is not liable for the accuracy, copyright compliance, legality, decency, or any other aspect of the content on such third-party sites, whether or not they are affiliated with Shutize. The inclusion of links does not imply endorsement by Shutize or any association with the operators of those sites.

Additional Terms and Conditions:

In certain areas of this Website, you may be required to consent to additional policies or terms and conditions alongside these Terms of Use when accessing specific content. It is important to carefully read any additional terms and conditions before using such content or areas of the Website. These additional terms and conditions do not replace or modify these Terms of Use unless expressly stated otherwise.

Privacy Policy:

Shutize values your privacy and has implemented a privacy policy to address related concerns. You can find the current privacy policy here. The Privacy Policy is incorporated into these Terms of Use by reference and constitutes an integral part of them.

Dispute Resolution; Applicable Law and Forum:

For any disputes arising from or related to this Website or these Terms of Use, including the Privacy Policy, Shutize and you agree to negotiate in good faith and make reasonable efforts to achieve a mutually satisfactory resolution. Shutize is not obligated to involve itself in disputes between users and other individuals. You agree that any disputes under these Terms of Use must be brought by you individually, not as a plaintiff or class member in any class or representative proceeding. Disputes will be resolved through confidential binding arbitration, chosen by Shutize at its sole discretion. The arbitrator's decision will be binding and may be entered as a judgment in a court of competent jurisdiction. Shutize has the right to seek preliminary injunctive relief, as permitted by law, to enforce the terms of these Terms of Use while awaiting a final arbitral decision.

Modification of Terms of Use:

These Terms of Use, along with the Privacy Policy, constitute the complete agreement between you and Shutize regarding their subject matter, superseding any prior agreements or communications. These Terms of Use are subject to change periodically. Shutize will make reasonable efforts to notify users of any modifications to these Terms of Use for a 30-day period following the changes. It is advisable to review these Terms of Use occasionally, or at least every 30 days. Your continued use of the Website after being notified of any modifications constitutes your acceptance of the revised Terms of Use. If any term or provision of these Terms of Use is deemed invalid, illegal, or unenforceable, it will not affect the validity or enforceability of the remaining terms and provisions. In such cases, the invalid term or provision will be modified to the extent necessary to make it enforceable, while preserving the intent and agreements stated in these Terms of Use. Your obligations under these Terms of Use will survive the termination of your use of this Website, any Content on the Website, or these Terms of Use.

Contact Details: If you have any inquiries concerning these Terms of Use or the Website, please reach out to us via email at [email protected].

Shutize's Right to Refuse Business: Shutize retains the right, at its sole discretion, to decline to engage in business with any individual who exhibits threatening or abusive behavior towards Shutize team members.