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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

In the Matter of

NECTAR BRAND LLC, a limited liability 

company, also d/b/a NECTAR SLEEP; 

DREAMCLOUD, LLC; and 

DREAMCLOUD BRAND LLC. 

FILE NO. 182 3038 

 

AGREEMENT CONTAINING

CONSENT ORDER

The Federal Trade Commission (“Commission”) has conducted an investigation of 

certain acts and practices of Nectar Brand LLC, also d/b/a Nectar Sleep; DreamCloud, LLC; and 

DreamCloud Brand LLC (“Proposed Respondent”). The Commission’s Bureau of Consumer 

Protection (“BCP”) has prepared a draft of an administrative Complaint (“draft Complaint”). 

BCP and Proposed Respondent, through its duly authorized officer, enter into this Agreement 

Containing Consent Order (“Consent Agreement”) to resolve the allegations in the attached draft 

Complaint through a proposed Decision and Order to present to the Commission, which is also 

attached and made a part of this Consent Agreement. 

IT IS HEREBY AGREED by and between Proposed Respondent and BCP, that:

1. The Proposed Respondent is Nectar Brand LLC, also doing business as Nectar Sleep; 

DreamCloud, LLC; and DreamCloud Brand LLC, a California limited liability company, with its 

principal office or place of business at 2000 University Dr., Palo Alto, CA 94303. 

2. Proposed Respondent neither admits nor denies any of the allegations in the Complaint, 

except as specifically stated in the Decision and Order. Only for purposes of this action, 

Proposed Respondent admits the facts necessary to establish jurisdiction. 

3. Proposed Respondent waives: 

a. Any further procedural steps;

b. The requirement that the Commission’s Decision contain a statement of findings 

of fact and conclusions of law; and 

c. All rights to seek judicial review or otherwise to challenge or contest the validity 

of the Decision and Order issued pursuant to this Consent Agreement. 

4. This Consent Agreement will not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If the Commission accepts this Consent 

Agreement, it, together with the draft Complaint, will be placed on the public record for 30 days 
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and information about them publicly released. Acceptance does not constitute final approval, but 

it serves as the basis for further actions leading to final disposition of the matter. Thereafter, the

Commission may either withdraw its acceptance of this Consent Agreement and so notify 

Proposed Respondent, in which event the Commission will take such action as it may consider 

appropriate, or issue and serve its Complaint (in such form as the circumstances may require) 

and decision in disposition of the proceeding, which may include an Order. See Section 2.34 of 

the Commission’s Rules, 16 C.F.R. § 2.34 (“Rule 2.34”). 

5. If this agreement is accepted by the Commission, and if such acceptance is not 

subsequently withdrawn by the Commission pursuant to Rule 2.34, the Commission may, 

without further notice to Proposed Respondent: (1) issue its Complaint corresponding in form 

and substance with the attached draft Complaint and its Decision and Order; and (2) make 

information about them public. Proposed Respondent agrees that service of the Order may be 

effected by its publication on the Commission’s website (ftc.gov), at which time the Order will 

become final. See Rule 2.32(d). Proposed Respondent waives any rights it may have to any 

other manner of service. See Rule 4.4. 

6. When final, the Decision and Order will have the same force and effect and may be 

altered, modified, or set aside in the same manner and within the same time provided by statute 

for other Commission orders. 

7. The Complaint may be used in construing the terms of the Decision and Order. No 

agreement, understanding, representation, or interpretation not contained in the Decision and 

Order or in this Consent Agreement may be used to vary or contradict the terms of the Decision 

and Order. 

8. Proposed Respondent agrees to comply with the terms of the proposed Decision and 

Order from the date that Proposed Respondent signs this Consent Agreement. Proposed 

Respondent understands that it may be liable for civil penalties and other relief for each violation 

of the Decision and Order after it becomes final. 
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NECTAR BRAND LLC, FEDERAL TRADE COMMISSION 

also d/b/a Nectar Sleep; DreamCloud, 

LLC; and DreamCloud Brand LLC 

___________________ ____________________ 

Craig Schmeizer Julia Solomon Ensor 

Managing Member Attorney 

Nectar Brand LLC Division of Enforcement 

 Bureau of Consumer Protection 

Date:__________________ 

 APPROVED:

 

________________________

 Laura Koss

Assistant Director

 Division of Enforcement 

 Bureau of Consumer Protection 

_____________________ 

Tyler G. Newby

Fenwick & West LLP

Attorney for Proposed Respondent 

Date:_________________ ________________________

 James A. Kohm 

 Associate Director

 Division of Enforcement 

 Bureau of Consumer Protection 

________________________

 Thomas B. Pahl 

 Acting Director

 Bureau of Consumer Protection 

 Date:____________________
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[1823038] 

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Maureen K. Ohlhausen, Acting Chairman 

Terrell McSweeny

In the Matter of

NECTAR BRAND LLC, a limited liability 

company, also d/b/a NECTAR SLEEP; DECISION AND ORDER DREAMCLOUD, LLC; and 

DREAMCLOUD BRAND LLC. DOCKET NO. CDECISION

The Federal Trade Commission (“Commission”) initiated an investigation of certain acts 

and practices of the Respondent named in the caption. The Commission’s Bureau of Consumer 

Protection (“BCP”) prepared and furnished to Respondent a draft Complaint. BCP proposed to 

present the draft Complaint to the Commission for its consideration. If issued by the 

Commission, the draft Complaint would charge the Respondent with violations of the Federal 

Trade Commission Act.

Respondent and BCP thereafter executed an Agreement Containing Consent Order 

(“Consent Agreement”). The Consent Agreement includes: 1) statements by Respondent that it

neither admits nor denies any of the allegations in the Complaint, except as specifically stated in 

this Decision and Order, and that only for purposes of this action, it admits the facts necessary to 

establish jurisdiction; and 2) waivers and other provisions as required by the Commission’s 

Rules. 

The Commission considered the matter and determined that it had reason to believe that 

Respondent has violated the Federal Trade Commission Act, and that a Complaint should issue 

stating its charges in that respect. The Commission accepted the executed Consent Agreement 

and placed it on the public record for a period of 30 days for the receipt and consideration of 

public comments. The Commission duly considered any comments received from interested 

persons pursuant to Section 2.34 of its Rules, 16 C.F.R. § 2.34. Now, in further conformity with 

the procedure prescribed in Rule 2.34, the Commission issues its Complaint, makes the 

following Findings, and issues the following Order:
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Findings

1. The Respondent is Nectar Brand LLC, also doing business as Nectar Sleep; DreamCloud, 

LLC; and DreamCloud Brand LLC, a California limited liability company, with its 

principal office or place of business at 2000 University Dr., Palo Alto, CA 94303. 

2. The Commission has jurisdiction over the subject matter of this proceeding and over 

Respondent, and the proceeding is in the public interest. 

ORDER

Definitions

For purposes of this Order, the following definitions apply: 

A. “Clear(ly) and conspicuous(ly)” means that a required disclosure is difficult to miss (i.e., 

easily noticeable) and easily understandable by ordinary consumers, including in all of 

the following ways: 

1. In any communication that is solely visual or solely audible, the disclosure must be 

made through the same means through which the communication is presented. In any 

communication made through both visual and audible means, such as a television 

advertisement, the disclosure must be presented simultaneously in both the visual and 

audible portions of the communication even if the representation requiring the 

disclosure (“triggering representation”) is made through only one means. 

2. A visual disclosure, by its size, contrast, location, the length of time it appears, and 

other characteristics, must stand out from any accompanying text or other visual 

elements so that it is easily noticed, read, and understood. 

3. An audible disclosure, including by telephone or streaming video, must be delivered 

in a volume, speed, and cadence sufficient for ordinary consumers to easily hear and 

understand it.

4. In any communication using an interactive electronic medium, such as the Internet or 

software, the disclosure must be unavoidable. 

5. On a product label, the disclosure must be presented on the principal display panel. 

6. The disclosure must use diction and syntax understandable to ordinary consumers and

must appear in each language in which the triggering representation appears. 

7. The disclosure must comply with these requirements in each medium through which 

it is received, including all electronic devices and face-to-face communications. 
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8. The disclosure must not be contradicted or mitigated by, or inconsistent with, 

anything else in the communication. 

9. When the representation or sales practice targets a specific audience, such as children, 

the elderly, or the terminally ill, “ordinary consumers” includes reasonable members 

of that group. 

B. “Made in the United States” means any representation, express or implied, that a product 

or service, or a component thereof, is of U.S.-origin, including, but not limited to, a 

representation that such product or service is “made,” “manufactured,” “built,” or 

“produced” in the United States, or any other U.S.-origin claim.

C. “Respondent” means Nectar Brand LLC, also doing business as Nectar Sleep; 

DreamCloud, LLC; and DreamCloud Brand, LLC, and its successors and assigns. 

Provisions 

I.

PROHIBITED MISREPRESENTATIONS REGARDING U.S. ORIGIN CLAIMS

IT IS ORDERED that Respondent, and Respondent’s officers, agents, employees, and 

attorneys, and all other persons in active concert or participation with any of them, who receive 

actual notice of this Order, whether acting directly or indirectly, in connection with the 

manufacturing, labeling, advertising, promotion, offering for sale, sale, or distribution of any 

mattress, mattress foundation, or any other product or service, must not make any representation, 

expressly or by implication, that a product or service is Made in the United States unless: 

A. The final assembly or processing of the product occurs in the United States, all 

significant processing that goes into the product occurs in the United States, and all or 

virtually all ingredients or components of the product are made and sourced in the United 

States; or 

B. A Clear and Conspicuous qualification appears immediately adjacent to the 

representation that accurately conveys the extent to which the product contains foreign 

parts, ingredients or components, and/or processing; or 

C. For a claim that a product is assembled in the United States, the product is last 

substantially transformed in the United States, the product’s principal assembly takes

place in the United States, and United States assembly operations are substantial. 

II.

SUBSTANTIATION

IT IS FURTHER ORDERED that Respondent, Respondent’s officers, agents, servants, 

employees, and attorneys, and all other persons in active concert or participation with any of 

them, who receive actual notice of this Order, whether acting directly or indirectly, in connection 
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with promoting or offering for sale any product or service, shall not make any representation, in 

any manner, expressly or by implication, regarding the country of origin of any product or 

service unless the representation is true, not misleading, and at the time it is made, Respondent 

possesses and relies upon a reasonable basis for the representation. 

III. 

COMPLIANCE REPORTS AND NOTICES

IT IS FURTHER ORDERED that Respondent make timely submissions to the 

Commission:

A. One year after the issuance date of this Order, Respondent must submit a compliance 

report, sworn under penalty of perjury, in which Respondent must: (a) identify the 

primary physical, postal, and email address and telephone number, as designated points 

of contact, which representatives of the Commission, may use to communicate with 

Respondent; (b) identify all of that Respondent’s businesses by all of their names, 

telephone numbers, and physical, postal, email, and Internet addresses; (c) describe the 

activities of each business, including the goods and services offered, the means of 

advertising, marketing, and sales; and (d) describe in detail whether and how Respondent 

is in compliance with each Provision of this Order, including a discussion of all of the 

changes Respondent made to comply with the Order. 

B. Respondent must submit a compliance notice, sworn under penalty of perjury, within 14 

days of any change in the following: (a) any designated point of contact; or (b) the 

structure of any Respondent or any entity that Respondent has any ownership interest in 

or controls directly or indirectly that may affect compliance obligations arising under this 

Order, including: creation, merger, sale, or dissolution of the entity or any subsidiary, 

parent, or affiliate that engages in any acts or practices subject to this Order.

C. Respondent must submit notice of the filing of any bankruptcy petition, insolvency 

proceeding, or similar proceeding by or against Respondent within 14 days of its filing. 

D. Any submission to the Commission required by this Order to be sworn under penalty of 

perjury must be true and accurate and comply with 28 U.S.C. § 1746, such as by 

concluding: “I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. Executed on: _____” and supplying the 

date, signatory’s full name, title (if applicable), and signature.

E. Unless otherwise directed by a Commission representative in writing, all submissions to 

the Commission pursuant to this Order must be emailed to DEbrief@ftc.gov or sent by 

overnight courier (not the U.S. Postal Service) to: Associate Director for Enforcement, 

Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue 

NW, Washington, DC 20580. The subject line must begin: In re Nectar Brand LLC. 
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IV. 

RECORDKEEPING

IT IS FURTHER ORDERED that Respondent must create certain records for 20 years 

after the issuance date of the Order, and retain each such record for 5 years, unless otherwise 

specified below. Specifically, Respondent must create and retain the following records: 

A. Accounting records showing the revenues from all goods or services sold, the costs 

incurred in generating those revenues, and resulting net profit or loss;

B. Personnel records showing, for each person providing services in relation to any aspect of 

the Order, whether as an employee or otherwise, that person’s: name; addresses; 

telephone numbers; job title or position; dates of service; and (if applicable) the reason 

for termination;

C. Copies or records of all consumer complaints and refund requests, whether received 

directly or indirectly, such as through a third party, and any response; 

D. All records necessary to demonstrate full compliance with each provision of this Order, 

including all submissions to the Commission;

E. A copy of each unique advertisement or other marketing material making a representation 

subject to this Order; 

F. For 5 years from the date of the last dissemination of any representation covered by this 

Order:

1. All materials that were relied upon in making the representation; and

2. All evidence in Respondent’s possession, custody, or control that contradicts, 

qualifies, or otherwise calls into question the representation, or the basis relied upon 

for the representation, including complaints and other communications with 

consumers or with governmental or consumer protection organizations. 

V. 

COMPLIANCE MONITORING

IT IS FURTHER ORDERED that, for the purpose of monitoring Respondent’s 

compliance with this Order:

A. Within 10 days of receipt of a written request from a representative of the Commission, 

Respondent must: submit additional compliance reports or other requested information, 

which must be sworn under penalty of perjury, and produce records for inspection and 

copying. 
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B. For matters concerning this Order, representatives of the Commission are authorized to 

communicate directly with Respondent. Respondent must permit representatives of the 

Commission to interview anyone affiliated with Respondent who has agreed to such an 

interview. The interviewee may have counsel present.

C. The Commission may use all other lawful means, including posing through its 

representatives as consumers, suppliers, or other individuals or entities, to Respondent or 

any individual or entity affiliated with Respondent, without the necessity of identification 

or prior notice. Nothing in this Order limits the Commission’s lawful use of compulsory 

process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, 57b-1. 

VI. 

ORDER EFFECTIVE DATES

IT IS FURTHER ORDERED that this Order is final and effective upon the date of its 

publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate 20 

years from the date of its issuance (which date may be stated at the end of this Order, near the 

Commission’s seal), or 20 years from the most recent date that the United States or the 

Commission files a complaint (with or without an accompanying settlement) in federal court 

alleging any violation of this Order, whichever comes later; provided, however, that the filing of 

such a complaint will not affect the duration of:

A. Any Provision in this Order that terminates in less than 20 years; and

B. This Order if such complaint is filed after the Order has terminated pursuant to this 

Provision. 

Provided, further, that if such complaint is dismissed or a federal court rules that the Respondent 

did not violate any provision of the Order, and the dismissal or ruling is either not appealed or 

upheld on appeal, then the Order will terminate according to this Provision as though the 

complaint had never been filed, except that the Order will not terminate between the date such 

complaint is filed and the later of the deadline for appealing such dismissal or ruling and the date 

such dismissal or ruling is upheld on appeal. 

By the Commission.

[Donald S. Clark] 

Secretary

SEAL:

ISSUED: