Terms & Conditions
Last Modified: October 8, 2021
OVALAIR Inc (hereby referred to as “OVALAIR”) provides: (1) websites that may be accessed at www.Ovalair.com (each a “Site”) and (2) services accessible through the Sites (“Website Services”), all for use in conjunction with OVALAIR hardware products (“Products”) and in other ways that OVALAIR provides. Some OVALAIR Products and Services can be used together or in ways that integrate with products and services from third parties. The term “Services” means, collectively, the Sites, Website Services and any other content, functionality, and services thereon or related thereto.
OVALAIR may change, modify and update these Terms at any time. You should ensure that you have read and agree with the current Terms when you use the Services. Your continued use of the Services following the posting of changes of the Terms shall indicate your acknowledgement of such changes and agreement to be bound by the revised Terms. BY ACCESSING AND USING THE SERVICES (INCLUDING THE SITES), YOU ARE ACCEPTING AND AGREEING TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR STATE OF RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE SERVICES. AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATES OF THE SERVICES AND OF THE PRODUCTS CONNECTED TO THE SERVICES. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SERVICES.
To use certain parts of the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify OVALAIR of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. OVALAIR is not liable for any loss or damage arising from your failure to comply with the above requirements. We have the right to disable any Account, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
Access to services
Usage and limitations
(a) Intended Use of OVALAIR Services. The Services are intended to be accessed and used for non-time-critical information and control of OVALAIR Products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond OVALAIR’S control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that OVALAIR is not responsible for any damages allegedly caused by the failure or delay of the Services to reflect current status or notifications. (b) Temporary Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. OVALAIR does not offer any specific uptime guarantee for the Services. (c) The Services provide you information regarding the Products (“Product Information”) in your home and their connection with other Products and services. All Product Information is provided “as is” and “as available”. We cannot guarantee that it is correct or up to date. (d) All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such Content originated and OVALAIR will not be liable for any errors or omissions in any Content. OVALAIR cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. You hereby release us from all liability arising from or in relation with your having acquired or not acquired Content through the Services. (e) You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, offensive, tortious, discriminatory, defamatory, vulgar, obscene, libelous, or otherwise objectionable or encourage conducts that constitute a criminal offense; (iv) impersonates any person or entity, including without limitation any employee or representative of OVALAIR; (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (vi) jeopardizes the security of your OVALAIR Account or anyone else’s Account (such as allowing someone else to log in to your Account); (vii) attempts, in any manner, to obtain the password, account, or other security information from any other user; (viii) violates the security of any computer network, or cracks any passwords or security encryption codes; (ix) runs a Mailing list, Listserv, or any form of auto-responder or “spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the Content; (xi) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or (xii) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by OVALAIR, may harm OVALAIR or users of the Services, or expose them to liability or that otherwise attempt to interfere with the proper working of the Services.
Intellectual property rights
(a) OVALAIR Property. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets in the Products and Services (i.e., the Sites and Website Services) are owned by OVALAIR or its affiliates or our licensors. Your possession, access, and use of the Product and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. OVALAIR and its affiliates and licensors, service providers, and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold or transferred to you, under these Terms. You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of OVALAIR . You must have a license from us before you can post or redistribute any portion of the Services. Other than with respect to the Content, OVALAIR (or its licensors) retains full and complete title, right, and interest in and to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein. You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials on the Services. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content therein is transferred to you, and all rights not expressly granted are reserved by OVALAIR. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. (b) Feedback. You may choose to, or OVALAIR may invite you to submit comments, suggestions, or ideas about the Products or Services, including how to improve the Products or Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place OVALAIR under any fiduciary or other obligation. OVALAIR may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that OVALAIR does not waive any rights to use similar or related ideas previously known to OVALAIR, developed by its employees, or obtained from other sources. (c) User Submissions. You hereby grant us with a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to reproduce, reformat, modify, perform, disclose, distribute, compile, access, display, create derivative works of, excerpt, translate or otherwise use your User Submissions (including all related intellectual property rights). You also hereby do and shall grant each user of the Services a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms. You represent and warrant that you have all rights necessary to provide the foregoing license grants. For clarity, the foregoing license granted to OVALAIR does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.
You agree to defend, indemnify and hold harmless OVALAIR and its affiliates and their respective licensors, suppliers, officers, directors, employees, contractors, agents, successors, and assigns from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of the Products or Services, (ii) your use of any information other materials obtained from the Sites, (iii) your violation of these Terms or any third-party terms and conditions of use/service, (vii) any Contents (including User Submissions or Ideas you provide); or (v) your violation of any law or the rights of any third party. OVALAIR reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify OVALAIR and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without OVALAIR’S prior written consent. OVALAIR will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
(a) THE WARRANTY FOR THE PRODUCT ARE SET FORTH IN THE LIMITED WARRANTY AND ADDITIONAL TERMS AND CONDITIONS MAY ALSO APPLY FOR SALE OF THE PRODUCTS OR THE USE OF THE SERVICES. (b) THE SERVICES (I.E., THE SITES and WEB SERVICES) AND ANY INFORMATION THEREIN ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND OVALAIR AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. (c) OVALAIR AND ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OVALAIR OR ITS AFFILIATES OR THROUGH THE SERVICES THAT ARE NOT EXPRESSLY PROVIDED HEREIN SHALL CREATE ANY WARRANTY. (d) OVALAIR AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND OVALAIR AND ITS AFFILIATES WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES. (e) WHEN YOU INSTALL, SETUP OR USE PRODUCTS AND SERVICES LIKE THOSE PROVIDED BY OVALAIR AND/OR ITS AFFILIATES YOU ARE GIVEN THE OPPORTUNITY TO ALTER DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE DAMAGE OR LEAD TO NON-RECOMMENDED OPERATION OF YOUR CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR SUCH DAMAGE WHEN YOU CHOOSE PARTICULAR SETTINGS OR SET OR ADJUST DEFAULTS. (f) OVALAIR AND ITS AFFILIATESMAKE NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND OVALAIR AND ITS AFFILIATESWILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. OVALAIR AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
Limitation of liability
Nothing in these Terms and in particular within this "Limitation of Liability" clause shall attempt to exclude liability that cannot be excluded under applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (i) OVALAIR, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, SUPPLIERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (COLLECTIVELY “OVALAIR PARTIES” AND EACH A “OVALAIR PARTY”) BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF AN APPLICABLE OVALAIR PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (ii) ANY OVALAIR PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO OVALAIR’S AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT GIVING RISE TO THE CLAIM IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. FOR THE AVOIDANCE OF DOUBT, OVALAIR DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL ANY OVALAIR PARTY BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY VIOLATION OF ANY THIRD-PARTY RIGHTS INCLUDING INTELLECTUAL PROPERTY RIGHTS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
Fees and payment
Certain aspects of the Services may be provided for a fee. You shall pay all applicable fees, as described on the Sites, in connection with such Services selected by you. OVALAIR reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Sites. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder for Services are non-refundable. If you have purchased your Product from us, please refer to your Product documentation for returns and warranty information or contact support.
Term and termination
(a) These Terms will remain in full force and effect so long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. At any time, OVALAIR may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if OVALAIR in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates, and the new owner will have no right to use the Product or Services under your Account (as described below) and will need to register for a separate Account with OVALAIR. (b) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services, including any license granted under these Terms, will automatically terminate.
Dispute resolution; Limitation on Time to File Claims
(a) Contact OVALAIR first. If a dispute arises between you and OVALAIR, our goal is to learn about and address your concerns. You agree that you will notify OVALAIR about any dispute you have with OVALAIR regarding these Terms or our Products or Services by contacting OVALAIR. (b) Dispute Resolution and Governing Law. Any dispute, claim, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products or Services, the breach, termination or validity thereof, or related thereto (in each case, including non-contractual disputes or claims), shall be governed in all respects by the State of New York, without regard to its conflict of law provisions, and shall be resolved in federal or state courts located in New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. (c) Notwithstanding the foregoing, OVALAIR may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction. (d) At OVALAIR’S sole discretion, we may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying laws of the State of New York. (e) ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
(a) Entire Agreement/Severability. These Terms constitute the entire agreement between you and OVALAIR regarding the use of the Services. Any failure by OVALAIR to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party. (b) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without OVALAIR’S prior written consent. Any attempted or unauthorized assignment shall be null and void. These Terms may be assigned by OVALAIR without restriction. These Terms are binding upon any permitted assignee. (c) Notifications. OVALAIR may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, hard copy, or posting of such notice on www.Ovalair.com.