Ecovent Systems

Legal

Terms of Sale

These Terms of Sale (“Terms”) are a legal agreement between you as an individual if purchasing on your own behalf or the company you represent if you are acting on behalf of such company (“you” and “your”) and Ecovent Systems Inc., a Delaware corporation with its principal place of business at 105 South St, Boston, MA 02111 (“Ecovent”). By placing an order, you agree to these Terms, together with Ecovent’s Privacy Policy (as defined below) and TOS (as defined below). These Terms may be updated by Ecovent at any time, and it is your responsibility to review these Terms each time you make a purchase from the Store. As used herein, “order” shall mean your placement of an order, pre-order, or your making a reservation or purchase of a hardware system (“System”) from the Ecovent website (the “Store”).

BY CLICKING ON THE BUTTON TO SUBMIT AN ORDER, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT CLICK THE BUTTON TO SUBMIT AN ORDER.

Purchase and use of any System are also subject to the terms and conditions of the Hardware Warranty defined in the section “Hardware Limited Warranty” below. Any software provided to you by Ecovent for use with the System, whether embedded on the System or otherwise, (collectively, “Software”) is subject to Ecovent’s End User Software License Agreement (as defined below). If you are purchasing Systems for installation at the site of your customer, you must inform your customer that the use of a System is subject to these Terms, our Privacy Policy and TOS, and that any software provided to your customer by us is subject to Ecovent’s End User Software License Agreement.

Information contained on the Store may contain technical inaccuracies or typographical errors. The Store, all content available on the Store, and all related communications are provided on an “as is” basis. We make no representations or warranties as to the completeness, accuracy, adequacy or reliability of any information contained on the Store.

Pricing and Availability

All prices are in US dollars and we only accept payment in US dollars, in each case, unless otherwise expressly stated in writing.

All Systems offered on the Store are subject to availability. Subject to applicable law, we reserve the right to change prices for Systems at any time, and to correct pricing errors that may inadvertently occur.

Changes

Ecovent reserves the right to make changes in the design of its Systems without the obligation to make equivalent changes to Systems that have previously been supplied to you. Except as expressly set forth in these Terms, you shall not be entitled to change or cancel any order that has previously been accepted by Ecovent without the prior written agreement of Ecovent.

The System includes embedded software. Ecovent reserves the right, but has no obligation, to download updates to your System upon your System being connected to an Internet connection, in order to maintain compatibility with Ecovent software associated with such System.

Ordering

When you place an order you are making an offer to buy the System from the Store. By placing an order, you represent and warrant to Ecovent that you are 18 years of age or older, that the information you have provided is true and correct, and that you have the right to use the payment methods selected by you.

You may be asked to supply information in connection with your order, including without limitation your credit card number or other payment account number, your billing address, your phone number and your shipping information. By submitting such information, you grant Ecovent the right to use such information in accordance with Ecovent’s Privacy Policy. These rights include without limitation the right to provide such information to third parties for purposes of facilitating the processing of orders and the completion of purchases initiated by you or on your behalf. Verification of information may be required prior to the confirmation or acceptance of an order or completion of any purchase.

Order Acceptance

We reserve the right to accept or decline your order for any reason at any time, including without limitation after an order has been submitted, whether or not the order has been confirmed. If we cancel an order after you have already been billed, we will refund the billed amount. We may attempt to contact you if all or a portion of your order is cancelled, or if additional information is needed to complete and accept your order.

Payment

All credit, debit and other payment accountholders are subject to validation checks and authorization by the card issuer or payment account administrator. If the issuer of your payment card or administrator refuses to authorize payment to us, we will not be liable for any delay in delivery or non-delivery.

Shipping & Delivery

The stated delivery period within which you will receive your order is approximate. Goods will be sent to the address you provide when prompted by Ecovent (subject to any shipping restrictions, which we may impose in our sole discretion). All shipments are made by third party carriers. Ecovent will make reasonable efforts to accommodate your delivery requests at your expense; however, delivery is subject to availability of resources at the time of order placement. Ecovent shall therefore not be liable in any way for any delay or damage arising from Ecovent’s failure to meet your delivery requests or any delivery dates.

Risk of loss for items passes to you upon delivery of the items to your designated carrier, and you are responsible for pursuing the third party carrier for any loss occurring in transit. Ecovent retains title to all Systems shipped until we have received final payment in full.

You are responsible for examining all shipments promptly upon receipt. If you discover any shortages or incorrect Systems in the shipment, you must notify Ecovent immediately.

Title, Intellectual Property & Use Restrictions

Title to any Systems bought by you shall pass to you upon your full payment for such Systems in accordance with these Terms.

Notwithstanding the foregoing, title to Software shall not pass to you. Any Software provided to you under these Terms is governed by and subject to the End User Software License Agreement. Use of any software supplied by a third party under these Terms shall be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses with respect to such third party software.

You do not acquire any intellectual property or other proprietary rights under these Terms, including without limitation any right, title or interest in or to patents, copyrights, trade marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to Ecovent Systems, Software or any part thereof. Your only rights to Ecovent Systems, Software, or any part thereof shall be those rights expressly licensed or granted to you under these Terms and the End User Software License Agreement. Any rights not expressly granted under these Terms are reserved.

Except to the extent expressly agreed upon in writing by you and Ecovent, you shall not, and you shall not permit any third party to, copy, reproduce, distribute, modify, decompile, disassemble or reverse engineer the Systems or any Software provided to you by Ecovent as part of the Systems (including firmware). If you are an individual, you shall only use the Systems for your own, personal use, and if you are a company, you shall only install the Systems at the homes of individuals for their own, personal use.

You are responsible for the selection, implementation, and performance of any and all third party equipment used in connection with the Systems, and for compliance with any licenses, conditions, laws, rules and/or regulations with respect to the use of the Systems and any equipment, services or software used in conjunction with the Systems. This includes without limitation all applicable laws, regulations and orders applicable to the export, re-export, transfer or resale of Systems.

Installation; Compatibility

You are responsible for ensuring the compatibility of any Systems with any of your heating or air conditioning systems and you understand and agree that Ecovent is not responsible for doing so. Installing any System may void your warranty that is provided by your third party provider. Ecovent encourages you to review the terms of your warranty for your heating or air conditioning system to ensure that you are not voiding your warranty. Ecovent disclaims any responsibility with respect to any warranty provided by a third party. You hereby release Ecovent (and any Ecovent Indemnitees, as defined below) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with third party warranties.

If you are a California resident, in connection with the above release, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his settlement with the debtor.”

You are responsible for determining if any Software that Ecovent provides will be compatible with or usable on any devices. From time to time, Ecovent may indicate that Software is compatible with certain devices, but this may not apply to your device depending on its individual configuration.

Sales Taxes; Taxes outside of the United States

In the United States, Ecovent charges sales tax for sales of Systems in jurisdictions where we are required to collect sales tax. Any sales tax charged will be indicated during the checkout process. If you live in a jurisdiction with sales or use tax and we do not collect sales tax, you are responsible for any applicable use taxes. We do not have the ability to honor tax-exempt entities.

If your shipping address is outside of the United States, your items may be subject to taxes, customs duties and fees levied by the destination country (“Import Fees”).
If so, you are the importer of record in the destination country and are responsible (a) for all Import Fees, (b) to ensure that the Systems can be lawfully imported, and (c) to comply with all laws and regulations of the destination country.

30-Day Return Policy

Within thirty (30) days after delivery of the applicable System, you may return a System to Ecovent for a refund. Your System must be returned in new condition, and must be returned in original packaging. Without limiting the previous sentence, any items damaged due to reasons not covered under our Hardware Limited Warranty (for example, if the System is damaged due to abuse or disassembly of the System) cannot be returned for a refund.

To initiate a refund and to arrange for the return of the System, contact Ecovent at [email protected] to request a Return Authorization (RA). You are responsible for the costs of shipping the System back to Ecovent.

In the case of a System return, the amount refunded to you will be the original amount paid minus a 5% restocking fee and minus any original shipping fees paid by you. Ecovent reserves the right to waive any and all restocking and return shipping fees on a case-by-case basis. Systems purchased through an Ecovent authorized reseller (“Reseller”) need to be returned to the Reseller.

National Statutory Rights

Consumers in some jurisdictions may have legal rights under applicable legislation governing the online sale of consumer goods. To the extent required by applicable law, these rights are not affected or limited by these Terms.

Hardware Limited Warranty

Ecovent warrants solely to the initial end user of a System that, for a period of twelve (12) months from the date that a System purchased from the Store is delivered to you: (a) such System will materially conform to Ecovent’s then-current specifications for such System, and (b) the System will be free from material defects in material, design and workmanship (the “Hardware Limited Warranty”). Ecovent warrants solely to the initial end user of a System that, for a period of sixty (60) months from the date that a system was purchased and installed by a Reseller: (a) such System will materially conform to Ecovent’s then-current specifications for such System, and (b) the System will be free from material defects in material, design and workmanship.

If you notify Ecovent of any such material non-conformance or material defects within such warranty period and obtain the applicable return authorization (“RA”) from Ecovent, Ecovent will, at its option, repair or replace such System. If Ecovent is unable to repair or replace such System within a reasonable timeframe, Ecovent will refund you the amounts paid for such materially non-conforming or materially defective System. Any shipment of such Systems to us is at your expense, unless Ecovent otherwise agrees in writing.

You must obtain a valid, written RA from Ecovent as part of the warranty return process. Ecovent reserves the right to refuse or return any System sent back without an RA.
If you experience a problem with your System, please contact our support team at [email protected]. Should anything need to be serviced or replaced under warranty, return instructions will be provided along with a RA after you have contacted Ecovent support. If you have made a valid warranty return, and we choose to repair or replace your System instead of offering you a refund, we will repair or replace your System and ship to you at no additional charge, although you will be responsible for any Import Fees if you are located outside of the United States of America.

Ecovent may, at its option, use new or refurbished or used parts in good working condition to repair or replace any System. Any replacement System will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, or for such minimum time period required by applicable law. Any parts that are replaced by Ecovent become the property of Ecovent.

The Hardware Limited warranty shall not apply to material non-conformities or material defects resulting from: (a) use of the System in a manner contrary to, or not in accordance with, the documentation, guidelines or instructions provided by Ecovent, (b) any modification, maintenance or repair of the Systems by anyone other than Ecovent, (c) normal wear and tear, (d) external causes such as, but not limited to, power failure or electrical power surges, (e) casualty, fire, wind damage, water damage, theft, (f) your negligence or willful misconduct with respect to operation of a System; or (g) your breach of these Terms. This warranty additionally does not cover Systems marked as “sample” or sold “AS IS”.

Ecovent does not warrant that the operation of any System or any Software will be uninterrupted or error-free. Additionally, the foregoing warranty does not apply to any Software provided to you. All Software provided by Ecovent is provided “AS IS”, and subject only to the license terms applicable to such Software.

The Hardware Limited Warranty is the exclusive warranty made by Ecovent to you. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOVENT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR COMMON LAW, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY ARISING BY STATUTE, CUSTOM OR USAGE OF TRADE RELATED TO ANY SYSTEM OR SOFTWARE PROVIDED HEREUNDER. Some jurisdictions may not allow the exclusion or limitation of implied warranties, so the foregoing disclaimer may not apply to you. To the maximum extent permitted by law, any implied warranties relating to the Systems and/or Software to the extent that they cannot be excluded as set forth above are limited to twelve (12) months after the date that the System was delivered to you.

Indemnity

Subject to the terms of the next two paragraphs, you hereby agree to indemnify and hold Ecovent, its successors, assigns, officers, directors, employees and agents (the “Ecovent Indemnitees”) harmless, and at Ecovent’s option, defend any of the Ecovent Indemnitees, from and against any and all claims, damages, judgments, settlements, losses or expenses, including but not limited to attorneys’ fees and charges, and court and arbitration costs, arising out of or relating to these Terms, including without limitation (a) a claim of infringement of any intellectual property or proprietary right arising from your combination or use of the Systems or Software with software, interfaces, or other materials that are not supplied or specifically authorized by Ecovent, (b) a claim in respect of any injury, death or property damage in connection with your use or misuse of the Systems, (c) any third party claim arising from your unauthorized or improper use or modification of the Systems, and (d) any third party claim arising out of your material breach of these Terms, except to the extent of any direct damages arising from the gross negligence or willful misconduct of Ecovent.

Subject to the terms of the next paragraph, Ecovent hereby agrees to defend, indemnify and hold you harmless from and against all claims, damages, judgments, settlements, losses or expenses, including but not limited to reasonable attorneys’ fees and charges, and court and arbitration costs, brought by an unaffiliated third party to the extent arising from a claim that the Systems or Software furnished and used within the scope of these Terms infringe upon such third party’s copyright, patent or other intellectual property right enforceable in the territory in which you have been authorized to use such Systems, except to the extent of (a) your use of a superseded or altered release or version of any System or Software if the infringement would have been avoided by the use of a current unaltered release or version of such System that Ecovent has, as of the time the claim arose, made commercially available at no charge to you or (b) any claim for which you are obligated to indemnify Ecovent.

Each party’s indemnity obligations hereunder are conditioned upon: (a) the indemnified party promptly notifying the indemnifying part, but at least such that the indemnifying party is not materially prejudiced by any such late notice; (b) in the case of an indemnity under Section 13.2, Ecovent having sole control of the defense and all related settlement negotiations, and, in the case of an indemnity under Section 13.1, if Ecovent has required you to defend, you having the sole control of the defense and all related settlement negotations, (c) the indemnifying party having the right to settle any claim with the approval of the indemnified party, not to be unreasonably withheld, conditioned or delayed, and (d) the indemnified party reasonably cooperating with the indemnified party, at the indemnified party’s expense. Reasonable out- of-pocket expenses incurred by the indemnified party in providing such assistance will be reimbursed by the indemnifying party.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ECOVENT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE OR OPPORTUNITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT ECOVENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF ECOVENT FOR ANY CLAIM WITH RESPECT TO A SYSTEM OR SOFTWARE SHALL BE LIMITED TO THE FEES PAID BY YOU TO ECOVENT OR A RESELLER WITH RESPECT TO SUCH SYSTEM OR SOFTWARE.

No claim may be brought against Ecovent, whether in contract, tort or otherwise, more than two years after the Systems were delivered.

Support

Ecovent shall not be obligated to provide any support or maintenance services for the Systems or Software unless otherwise expressly agreed upon in writing by you and Ecovent, except with respect to the Hardware Limited Warranty.

Resale

Ecovent sells and ships Systems through the Store to end user customers and Resellers. If you are not a Reseller, you may not purchase any System for resale, and Ecovent reserves the right to refuse or cancel your order, or to deny you any return rights or any rights under the Hardware Limited Warranty, if Ecovent suspects you are doing so.

Export Controls

You agree to comply with all applicable laws, regulations and orders applicable to the export, re-export, transfer or resale of Systems or Software. You also acknowledge that Ecovent will not take, and will not be required to take any action contrary to such applicable laws, regulations or orders. There may be restrictions on export or re-export of Systems or Software to certain countries, including without limitation requirements to obtain licenses, and you are responsible for complying with such requirements.

Limitations

Documentation in or available through the Store, including these Terms, the End User Software License Agreement, and the Hardware Limited Warranty, may only be available in the English language. System documentation, including manuals, instructions, and safety warnings, may only be available in the English language. The Systems (and accompanying materials) may not be designed in accordance with destination country standards, specifications, and labeling requirements. If we decide to provide any translations to another language, or if you use any translation service, only the English language version binds us.

Other Important Terms

These Terms are governed by the laws of the Commonwealth of Massachusetts without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

The Store only accepts orders from billing addresses within the United States and Canada. Ecovent will not ship products purchased at the Store to an address outside of the United States or Canada.

Any claims brought by you or Ecovent must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor Ecovent will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these TOS and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.
You may not assign these Terms to a third party, whether by operation of law, merger, sale of all or substantially all of your assets or otherwise, without our prior written consent. Any assignment other than as permitted herein is null and void. These Terms inure to the benefit of the parties and their permitted assigns.

When you visit the Store, place an order, or send e-mails to us, you are communicating with us electronically. For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights related to electronic communications.

These Terms and the Privacy Policy, TOS, and the End User Software License Agreement represent the entire agreement between you and Ecovent with respect to the subject matter hereof and may only be modified in writing.

Ecovent and you are  not partners, joint venturers, agents, employees or representatives of the other party.

The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

 

Terms of Service

The website www.ecoventsystems.com (the “Site”) and any downloadable or web-based executable form of the applications of the Software (“Apps”) are provided by Ecovent Systems Inc. (“Ecovent” or “Company”). Ecovent offers this the Site and Apps, including without limitation all information, tools and services available on or through this Site or App, to the user (“you” or “your”), conditioned upon your acceptance of all terms, conditions, policies and notices stated in these Terms of Service (“TOS”).

Please read these TOS carefully before accessing or using our Site or App. By visiting the Site, purchasing something from Ecovent, accessing or using information, tools or services available on the Site or any Apps (collectively, the “Service”), you agree to be bound by these TOS, including those additional terms and conditions and policies referenced or available by hyperlink. If you do not agree to all the terms and conditions of these TOS, then you may not access any portion of the Service.

Unless otherwise specified in additional terms applicable to such new features, any new features or tools which are added to the Service shall also be subject to these TOS. Ecovent reserves the right to update, change or replace any part of these TOS by posting updates and/or changes to the Site or Apps. You can review the most current version of the TOS at any time on the Site. Your continued use of or access to any part of the Service following the posting of any changes constitutes acceptance of those changes; if you do not agree with any of the updated terms in such TOS, you must stop using the Service.

Our store is hosted on WooThemes. WooThemes provides us with the online e-commerce platform that allows us to sell our products and services to you.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND US ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION “AGREEMENT TO ARBITRATE”).

Eligibility

By using the Service, you represent to Ecovent that you are at least 18 years old. If you are not at least 18 years old, you may not use the Service at any time or in any manner or submit any information to or through the Service. If you breach or violate any of the terms of these TOS, these TOS will be terminated immediately, together with your eligibility to use the Service.

Content; License; Privacy Policy

In conjunction with the Service, Ecovent may present information and content that is copyrighted and/or trademarked work of Ecovent or Ecovent’s third party licensors and suppliers or other users of the Service, including but not limited to logos, graphics, video, images, product information, pricing information and product specifications, as well as commentary, advertisements and other third party content (collectively, “Ecovent Content”). Subject to the terms and conditions of these TOS, Ecovent hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the Ecovent Content and to use the Service solely for your personal and non-commercial use.

Your license to use and display the Ecovent Content or use the Service is automatically revoked if you violate these TOS. From time to time, Ecovent may upgrade the Service. You agree that these TOS will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any Apps, the Site or any Ecovent Content or a sale of a copy of any Apps, the Site, or any Ecovent Content and Ecovent and its partners and suppliers retain all rights and interest in the Service. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these TOS, is void. Ecovent reserves all rights not expressly granted under these TOS.

Ecovent’s Privacy Policy (available at [www.ecoventsystems/privacy]) (the “Privacy Policy”), describes the collection, use and disclosure of data and information by Ecovent in connection with Ecovent. The Privacy Policy, as may be updated by Ecovent from time to time in accordance with its terms, is hereby incorporated into these TOS, and you hereby agree to the collection, use and disclosure practices set forth therein.

Services; Modifications; Third Party Warranties

Ecovent provides a product which allows you to control which vents in your house are open or closed, so that you can ensure that your heating or air conditioning system is being used efficiently and maintaining a comfortable home environment. Once you have purchased a product from Ecovent or an authorized reseller (“Reseller”), you may self-install the product or use a third party, which may be a Reseller, to install the product. You can use the Service to control the product and open or close vents.

Ecovent reserves the right, but is not obligated, to limit the sales of products or services to any person, geographic region or jurisdiction. Ecovent may exercise this right on a case-by-case basis. Ecovent reserves the right to limit the quantities of any products or services that it offers. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of Ecovent. Ecovent reserves the right to modify, suspend or discontinue the Service (or any part or content thereof) or discontinue any product at any time, without notice to you. Ecovent shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. In order to use the Service, you must have a computer with Internet access that can access the Site or a compatible mobile device enabled with an App.

When using the Service, your telecommunications carrier’s normal rates and charges apply. Ecovent is not responsible for any charges you incur from your telecommunications carrier as a result of use of the Service. You are responsible for ensuring that at all times while using the Service that you are not in violation of your agreement with your telecommunications carrier.
Any offer for any product or service made on this site is void where prohibited.

You are responsible for ensuring the compatibility of any Systems with any of your heating or air conditioning systems and you understand and agree that Ecovent is not responsible for doing so. Installing any System may void your warranty that is provided by your third party provider. Ecovent encourages you to review the terms of your warranty for your heating or air conditioning system to ensure that you are not voiding your warranty. Ecovent disclaims any responsibility with respect to any warranty provided by a third party. You hereby release Ecovent (and any Ecovent Indemnitees, as defined below) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown arising out of or in any way related with third party warranties.
If you are a California resident, in connection with the above release, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his settlement with the debtor.”

You are responsible for determining if any Software that Ecovent provides will be compatible with or usable on any devices. From time to time, Ecovent may indicate that Software is compatible with certain devices, but this may not apply to your device depending on its individual configuration.

Accuracy of Billing and Account Information

If applicable, you agree to pay all fees for orders you place with Ecovent based on Ecovent’s then-current fees, charges, and billing terms. If you have a balance due on any account, you agree that Ecovent or its third party payment processor may, and you hereby authorize Ecovent and its third party processors to, charge such unpaid fees, any applicable tax and any other charges to your credit card, debit card or other payment method accepted by Ecovent and/or its third party processors, or otherwise bill you for such unpaid fees or other applicable charges. If you do not pay any amount when due, or if Ecovent and/or its third party processors cannot charge your credit card, debit card, or other payment method for any reason, Ecovent, in addition to any other rights or remedies it may have, reserves the right to either immediately suspend or terminate your access to all or any portion of the Service. Ecovent is not liable for any loss caused by any unauthorized use of your credit card, debit card or any other method of payment by a third party in connection with your use of the Service. Ecovent reserves the right to change its billing methods at any time; any changes to billing methods will be posted on or through the Service. Your continued use of the Service after the changes have taken effect means that you accept such changes.

Ecovent reserves the right to refuse any order you place with us. Ecovent may, in its sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Ecovent makes a change to or cancel an order, Ecovent may attempt to notify you by contacting the e-mail and/or billing address or phone number you provided at the time the order was made. Ecovent reserves the right to limit or prohibit orders that, in its sole judgment, appear to be placed by dealers, resellers or distributors who are not Resellers.

In order to use some functionality of the Service, you will be required to register by providing certain information. Ecovent may ask you to complete a registration form and create a user name by giving Ecovent a working email address that belongs to you and password (“Login Credentials”). During any such registration, you are required to give truthful contact information (such as name and email address) in accordance with these TOS. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account (including without limitation financial obligations). You agree to notify Ecovent immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. Ecovent is not responsible for losses or damage caused by your failure to safeguard your Login Credentials. All information that you provide through the Service is subject to the Privacy Policy, as may be in effect from time to time. You are responsible for keeping your registration information up to date through your account page, to the extent such feature is made available on the Service; you may also notify Ecovent at [email protected].

Third Party Links

The Service may be linked to other websites that are not affiliated with us (collectively, “Third Party Sites”). Certain areas of the Service may allow you to interact with such Third Party Sites and, in certain situations, you may be transferred to a Third Party Site through a link but it may appear that you are still using a part of the Service. In any case, you acknowledge and agree that the Third Party Sites may have different privacy policies, terms and conditions and/or user guides and business practices than Ecovent, and you further acknowledge and agree that your use of such Third Party Sites is governed by their respective privacy policy, terms of service and/or user guides. Ecovent provides links to the Third Party Sites to you as a convenience, and Ecovent does not verify, make any representations or take responsibility for such Third Party Sites, including without limitation the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third Party Sites.

YOU AGREE THAT ECOVENT WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD PARTY SITES AND/OR THIRD PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Service to any product, service, publication, institution, organization of any third party entity or individual does not constitute or imply Ecovent’s endorsement or recommendation.

User Generated Content

You are responsible for the information, opinions, messages, comments, and other content or material that you submit, upload, post or otherwise make available on or through the Service (each “User Generated Content”). You shall not upload, post or otherwise make available on or through the Service any material protected by copyright, trademark, or any other proprietary right unless you have the right to do so. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any of your User Generated Content. You have full responsibility for your User Generated Content, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein, you agree that any User Generated Content provided by you in connection with the Service is provided on a non-proprietary and non-confidential basis. You hereby grant to Ecovent a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, sublicensable (including the right to sublicense through multiple tiers), transferable license to reproduce, process, adapt, modify, publicly perform, publicly display, modify, prepare derivative works of, publish, transmit, distribute and otherwise use User Generated Content provided by you, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the User Generated Content. You shall pay for all royalties, fees, damages and any other monies owing to any person or entity by reason of any User Generated Content posted by you to or through the Service.

Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to Ecovent, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service or any portion thereof, including without limitation new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. If you provide Ecovent with Feedback, you agree that: (1) your Feedback becomes Ecovent’s property and you are not owed any compensation in exchange; (2) none of the Feedback contains confidential or proprietary information of any third party; (3) Ecovent may use or redistribute Feedback for any purpose and in any way; (4) there is no obligation for Ecovent to review your Feedback; and (5) Ecovent has no obligation to keep any Feedback confidential.

Contests

By participating in any contest, drawing, game or competition organized or sponsored by Ecovent or available through the Service (each, a “Contest”), you agree that your entry will be treated as User Generated Content for purposes of these TOS, and that you will not be entitled to additional compensation for such participation or entry unless (and then only to the extent) expressly set forth in the applicable Contest rules. You agree to release and hold harmless the Ecovent and its affiliates, and its and their officers, directors, shareholders, employees, contractors and agents (the “Ecovent Parties”) from any and all liability for loss, harm, damage, injury, cost and expense whatsoever which may occur in connection with, participating in any Contest, preparing any Contest entry, accepting any Prize in connection therewith, and for any claims based on publicity rights, defamation or invasion of privacy related thereto. Ecovent reserves the right, in its sole discretion and without notice, to cancel, terminate, modify, extend or suspend any Contest for any reason. By participating in a Contest, you agree to the collection and use of your personal information by Ecovent and its affiliates as set forth in the Privacy Policy.

Prohibited Use

When using the Service, you agree to abide by common standards of etiquette and act in accordance with applicable law. For example, but without limitation you agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • Use racially, ethnically, or otherwise offensive language;
  • Discuss or incite illegal activity;
  • Use explicit/obscene language, solicit/post sexually explicit images (actual or simulated), or otherwise post, publish, submit, provide access to or transmit any User Generated Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is excessively violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
  • Harass, threaten, stalk or intentionally embarrass or cause distress to another person or entity;
  • Exploit children under 18 years of age;
  • Solicit personal information from children under 13 years of age;
  • Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 18 years of age);
  • Post, publish, submit, provide access to or transmit anything that exploits children or minors or that depicts cruelty to animals;
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Ecovent or any of its providers or any other third party (including another user) to protect the Service, Ecovent Content or any part thereof;
  • Attempt to illicitly obtain a password, account information, or other private information from anyone else who uses the Service;
  • Collect user names, personas, street addresses, e-mail addresses, or other personal information from, or of, other users of the Service for any purpose other than your personal use in your interactions on the Service, and at all times with the permission of the relevant users;
  • Use any robot, spider, scraper or other automated means to access any portion of the Service, except to the extent permitted by a robots.txt file;
  • Take any action that imposes an unreasonable or disproportionately large load on Ecovent’s infrastructure;
  • Alter the opinions or comments posted by others on the Service;
  • Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Service or the computers of other users of the Service;
  • Post, publish, submit, provide access to or transmit anything contrary to Ecovent’s public image, goodwill or reputation;
  • Create an account or use the Service if your permission to use the Service has previously been terminated by Ecovent; and
  • Encourage or enable any other individual or group to do any of the foregoing.

This list of prohibitions provides examples and is not complete or exclusive. Ecovent reserves the right to (a) terminate access to your account, your ability to post User Generated Content or use the Service, and (b) refuse, delete or remove any User Generated Content, with or without cause and with or without notice, for any reason or no reason, or for any action that Ecovent determines is inappropriate or disruptive to the Service or to any other user of the Service. Ecovent may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Ecovent’s discretion, Ecovent will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Service or on the Internet.

The Digital Millennium Copyright Act of 1998

If you believe that any materials on the Service infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its location on our Site or location in our Apps or other pertinent information that will help us to locate the material; (3) your name, address, telephone number, and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to the Service is: Copyright Agent, Ecovent, 105 South St, Boston, MA 02111 or [email protected]. In an effort to protect the rights of copyright owners, Ecovent reserves the right to suspend your account, delete or disable content alleged to be infringing and/or terminate the account of a repeat infringer.

Intellectual Property

You agree and acknowledge that the structure, organization, and code used in conjunction with the Service are proprietary to Ecovent. You shall not, and shall not permit any person or entity to: (i) use the Service on a service bureau, time sharing or any similar basis, or for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the Service or any of the Ecovent Content available through the Service; or (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from the Service. You shall not sell, transfer, publish, disclose, display or otherwise make available the Service including without limitation any modifications, enhancements, derivatives, and other software and materials provided hereunder by Ecovent or copies thereof to others in violation of these TOS.

Unless otherwise noted, all Ecovent Content is Ecovent’s property and/or the property of our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.

Disclaimer of Warranties

Under no circumstances will Ecovent be liable for any loss or damage caused by failed delivery or receipt of Ecovent Content, your reliance on information from Ecovent or by your use of the Service. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Service.

ECOVENT AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, ECOVENT DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THE SERVICE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY ECOVENT WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT THE SERVICE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT SHALL ECOVENT BE LIABLE TO YOU, ANY OTHER USER OF THE SERVICE OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE SERVICE, OR ANY PRODUCTS PURCHASED OR CONTROLLED THROUGH THE SERVICE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ECOVENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

ECOVENT’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THESE TOS, SHALL NOT EXCEED THE GREATER OF (I) $10.00 OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US FOR PRODUCTS AND SERVICES, IF ANY, IN THE THEN-PRIOR TWELVE (12) MONTH PERIOD.

Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You hereby agree to indemnify and hold Ecovent and its affiliates, and its and their officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees (the “Ecovent Indemnitees”) harmless, and, at Ecovent’s option, defend any of the Ecovent Indemnitees from any claim or demand, including reasonable attorneys’ fees, brought by any third party due to or arising out of your breach of these TOS, your negligence or willful misconduct with respect to these TOS, or your violation of any law or the rights of a third party.

Termination

If in Ecovent’s sole judgment you fail, or Ecovent suspects that you have failed, to comply with any term or provision of these TOS, Ecovent may terminate these TOS at any time upon notice to you and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to Ecovent’s Service (or any portion thereof).

Agreement to Arbitrate, Waiver of Class Action

Except if you opt-out or for disputes relating to your or Ecovent’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents), you agree that all disputes between you and Ecovent (whether or not such dispute involves a third party) arising out of or relating to these TOS, the Service, and/or Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and Ecovent hereby expressly waive trial by jury. You and Ecovent shall appoint as sole arbitrator a person mutually agreed by you and Ecovent or, if you and Ecovent cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, Ecovent shall be entitled to seek injunctive relief, security or other equitable remedies from the United States District Court for a district in Massachusetts or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these TOS.

Any claims brought by you or Ecovent must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You will not participate in a class action or class-wide arbitration for any claims covered by these TOS. You hereby waive any and all rights to bring any claims related to these TOS and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.

You may opt out of this Agreement To Arbitrate. If you do so, neither you nor Ecovent can require the other to participate in an arbitration proceeding. To opt out, you must notify Ecovent in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement To Arbitrate and must include your name, address, phone number, your Ecovent account to which the opt-out applies and a clear statement that you want to opt out of this Agreement To Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement To Arbitrate. You must use this address to opt out:
Ecovent Systems Inc. ATTN: Agreement to Arbitrate, 105 South St, Boston, MA 02111

Notwithstanding any provision in these TOS to the contrary, you and Ecovent agree that if you and Ecovent make any change to the Arbitration Procedures (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if Ecovent seeks to terminate the Arbitration Procedures from these TOS, such termination shall not be effective until thirty (30) days after the version of these TOS not containing the Arbitration Procedures is posted to the Service, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

This Arbitration section will survive the termination of your relationship with Ecovent.

General

Ecovent controls and operates this Service from its headquarters in the United States of America and the Ecovent Content and products offered through the Service may not be appropriate or available for use in other locations. You are responsible for following applicable laws. We make no representations that the content in this Site or that the Service is appropriate for access outside the United States. Those who choose to access this Site or the Service from outside the United States do so on their own initiative and are responsible for compliance with local laws.

In the event that any provision of these TOS is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these TOS, such determination shall not affect the validity and enforceability of any other remaining provisions.
A failure by us to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision.

These TOS and any policies or operating rules posted by Ecovent on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Ecovent (including, but not limited to, any prior versions of the TOS).
Any ambiguities in the interpretation of these TOS shall not be construed against the drafting party.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these TOS.
The laws of the Commonwealth of Massachusetts will govern these TOS, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act shall not apply to this Agreement.

Except as set forth in the Agreement to Arbitrate, any and all claims and controversies arising out of and related to the Privacy Policy and these TOS shall be settled in the courts of competent jurisdiction in Boston, Massachusetts. The foregoing shall not preclude Ecovent from seeking any injunctive relief in courts of competent jurisdiction located in other countries and jurisdictions for protection of any Ecovent intellectual property rights.

END USER SOFTWARE LICENSE AGREEMENT

This End User Software License Agreement (“End User Software License Agreement”) is a legal agreement between you as an individual if purchasing on your own behalf or the company you represent if you are acting on behalf of such company (“you” and “your”) and Ecovent Systems Inc., a Delaware corporation with its principal place of business at 105 South St, Boston, MA 02111 (“Ecovent”) and governs the use of the Software (as defined in the Terms). Read this End User Software License Agreement carefully before using the System (as defined in the Terms) (which together with the Software shall be referred to as the “Product”).

BY DOWNLOADING, INSTALLING OR USING ANY OF THE APPS (AS DEFINED IN THE TOS, YOU ACKNOWLEDGE AND AGREE THAT:

  •  your use of any of the Apps in conjunction with the System is solely at your own risk;
  • each of the App is licensed, not sold to you and you may use the Apps only as set forth in this End User Software License Agreement;
  • you consent to the collection, use, sharing and transfer of your personally identifiable information, including the transfer and processing of your information outside your home country, as outlined in the Privacy Policy;
  • you acknowledge that third party terms and fees may apply to the use and operation of your mobile device in connection with your use of the Apps, such as your carrier’s terms of service, and fees for phone service, data access, or messaging capabilities, and that you are solely responsible for payment of any and all such fees;
  • this End User Software License Agreement, each of the Apps is provided “as is”;
    you may send an e-mail to [email protected] to have a copy of this End User Software License Agreement sent to you; and
  • If you are using any of the Apps on an iOS product, you agree to and acknowledge the “Notice Regarding Apple,” below.

IF YOU DO NOT AGREE TO BE BOUND BY ABOVE TERMS (AS DESCRIBED IN FURTHER DETAIL BELOW) YOU MAY NOT DOWNLOAD, INSTALL OR USE ANY OF THE APPS.

Grant of License

  1. Subject to the terms and conditions of this End User Software License Agreement, Ecovent grants to you a limited, revocable, non-exclusive, non-transferable, personal license (without the right to sub-license) to (i) use the Software as embedded in the Product for the purpose of operating the Product and (ii) use the Apps (as defined in the TOS) on any device (whether mobile device or not) controlled by you. Except as provided above, you may not transfer the Software to any other computing device or otherwise remove the Software from the Product.
  2. You agree not to copy, modify, reverse engineer, decompile or disassemble the Product to the extent that such restriction is not prohibited by law.
  3. Ecovent shall have no obligation to provide any updates or upgrades to the Product, but in the event that it does, such updates, upgrades and any documentation shall be deemed the “Product”, and shall be subject to the terms and conditions of this End User Software License Agreement.

Terms of End User Software License Agreement

You may terminate this End User Software License Agreement at any time by notifying Ecovent, discontinuing use of the Product and purging the Software from your computing device.

  • This End User Software License Agreement will automatically terminate if you violate any of its terms.
  • Part (2) of the Section “Grant of License” shall survive termination or expiration for any reason.

Phone Settings and Uninstall Procedures

As part of the installation process of the Apps, you may be changing your mobile device settings. By installing any of the Apps, you agree you have approved such changes. Such changes may include, without limitation, (a) allowing software updates of the Apps once a new version is released and show notifications from the Apps and (b) allowing Ecovent access to location-based information; provided that you may modify or revoke these changes using the procedures offered by your device’s operating system. To uninstall any of the Apps, you may use the standard uninstall procedures offered by your device’s operating system.

Use Restrictions

You may not use any of the Apps in any manner that could: (i) damage, disable, overburden, or impair any of the Apps (or any server or networks connected to the Apps), or (ii) interfere with any third party’s use and/or enjoyment of the Apps (or any server or networks connected to the App). Except as expressly specified in this End User Software License Agreement, you may not: (a) copy or modify any of the Apps; (b) transfer, sublicense, lease, lend, rent or otherwise distribute any the Apps to any third party; or (c) use any of the Apps in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this End User Software License Agreement. You acknowledge and agree that portions of the Apps, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Ecovent and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of any of the Apps provided in object code or any other Ecovent products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

Open Source

Any Open Source Software that may be accompanying any of the Apps is provided to you under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or in the open source licenses file accompanying the Software. As used herein “Open Source Software” mean open source software components provided with any of the Apps that are licensed to you under the terms of the applicable license agreements included with such open source software components or other materials for the applicable App. This End User Software License Agreement does not apply to any Open Source Software accompanying any of the Apps and Ecovent hereby disclaims any and all liability to you or any third party related thereto.

Reservations of Rights

The Software is protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Software, including intellectual property rights therein and thereto, are the property of Ecovent or its subsidiaries or affiliated companies and/or third-party licensors. Ecovent reserves all rights not expressly granted in this End User Software License Agreement. You shall not acquire any right, title or interest to the Software, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this End User Software License Agreement. You acknowledge and agree that the technology embedded in and used to create the Product constitute the valuable trade secrets and know-how of Ecovent, and to the extent you discover any such trade secrets, you will not disclose them to any third party.
WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

THE APPS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECOVENT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. ECOVENT EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH ANY OF THE APPS, OR THE QUALITY OR CONSISTENCY OF ANY OF THE APPS.

Third Party Consent and Technologies Support

From time to time, Ecovent may support certain third party technologies, via the Product. Ecovent reserves the right to discontinue access to and/or support for such third party technologies at any time, and for any reason. Ecovent makes no representations or warranties whatsoever regarding the selection of, or continuing support for, any such third party technologies.

LIABILITY WAIVER

UNDER NO CIRCUMSTANCES WILL ECOVENT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE THE PRODUCT AND ANY INFORMATION AVAILABLE THEREON, EVEN IF ECOVENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL ECOVENT’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, WHETHER IN CONTRACT OR TORT, EXCEED FIVE DOLLARS ($5). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Indemnification

You hereby agree to indemnify and hold Ecovent Indemnitees harmless, and at Ecovent’s option, defend any of the Ecovent Indemnitees, from and against any and all claims, damages, judgments, settlements, losses or expenses, including but not limited to attorneys’ fees and charges, and court and arbitration costs, arising out of or relating to your use of any of the App or this End User Software License Agreement.

Notice Regarding Apple

You acknowledge that this End User Software License Agreement is between you and Ecovent only, not with Apple, and Apple is not responsible for any of the Apps and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. In the event of any failure of any of the Apps to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Apps. Apple is not responsible for addressing any claims by you or any third party relating to any of the Apps or your possession and/or use of any of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that any of the Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that your possession and use of any of the Apps infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using any of the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of this End User Software License Agreement, and upon your acceptance of this End User Software License Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this End User Software License Agreement against you as a third party beneficiary of this End User Software License Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Ecovent provides a translation of the English language version of this End User Software License Agreement is provided, the translation is provided solely for convenience, and the English version shall prevail.

Recall Information

Recall information from the U.S. Consumer Product Safety Commission can be found here.

Contact Us

If you have any questions about the Terms, the TOS or the End User Software License Agreement or would like to remove your information from Ecovent’s marketing lists, you may contact us at: [email protected] or you can send snail mail to:

Ecovent Systems Inc.
105 South St.
Boston, MA 02111

Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your e-mail correspondence with us.

Last updated: March 15, 2017