TERMS OF USE

Last Updated November 1, 2018

BY ACCESSING AND USING NUVINAIR. COM OR OTHER NUVINAIR® PLATFORMS, YOU AGREE TO THESE TERMS OF USE. PLEASE READ THEM CAREFULLY.

Agreement to Terms

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of another individual, entity, group, or organization (“You”,“Your”, “Yourself”, or “User”), and NuVinAir®, LLC (“Company“, “we”, “us”, or “our”), concerning your access to and use of the nuvinair. com website, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Platforms”). If you are using the Platforms on behalf of an organization or entity, then you are agreeing to these Terms of Use on behalf of that organization or entity and you represent and warrant that you have the authority to bind the organization or entity to these Terms of Use. In that case, “you” and “your” refers to you and that organization or entity. By accessing or using the Company’s Platforms you agree to be bound by these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to alter these Terms of Use at any time, without prior notice or your consent. We will alert you about any changes by updating the “Last Updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. Your continued access and use of the Company’s Platforms after revision of the Terms of Use constitutes your acceptance to the revised Terms of Use. YOU MUST CEASE USE OF THE PLATFORMS IF YOU CANNOT ACCEPT THE REVISED TERMS OF USE.

General User Rules

The information provided on the Company’s Platforms is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Company’s Platforms from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Company’s Platforms are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Company’s Platforms. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Company’s Platforms.

You may not access or use the Company’s Platforms for any purpose, other than that for which we make the Platforms available. In accessing or using the Company’s Platforms, you agree you will NOT engage in any of the following actions:

  1. Modify, interfere, disrupt, or tamper with the Platforms, or servers or networks connected to the Platforms, including, but not limited to, transmitting any viruses, worms, spyware, malware, or any other unauthorized code, or otherwise engage in any action that has the effect, either intentionally or unintentionally, of interfering or disrupting the use and enjoyment of the Platforms by other parties, or that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platforms.
  2. Create accounts through unauthorized means, or otherwise launch, develop, use, or distribute any automated system, including, but not limited to, automated devices, bots, scripts, spiders, crawlers, or scrapers.
  3. Use or access any content on the Platforms through unauthorized means and in contravention of permitted means, or use the Platforms in any manner inconsistent with any applicable laws or regulations. This includes, but is not limited to, collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  4. Reproduce, distribute, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit the Company’s Platforms or displayed information,products, or graphics on any such Platforms.
  5. Without our express, written approval, make any commercial use of any of the information provided on Company’s Platforms, make any use of such Platforms in an effort to compete with us, or make use of the Platforms for the benefit of another entity.
  6. Upload, transmit, or otherwise use, or attempt to use, data mining or similar data gathering methods, or any mechanism that acts as a passive or active information collection or transmission mechanism.
  7. Take any action designed to copy, interfere, disrupt, damage, disable, overburden, or limit the functionality of any computer software or hardware, telecommunications equipment, or the Platforms themselves.
  8. Circumvent, modify, or engage in any unauthorized use of any Platform security technology or software designed to prevent or restrict access to the Platforms, or any portion of the Platforms.
  9. Engage in unauthorized framing of or linking to the Platforms.
  10. Sell or otherwise transfer your profile or account information.
  11. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords or account information or by impersonating another user or person, or using the username of another user.

Company reserves the right to refuse access to Company’s Platforms to anyone, for any reason, at any time, and cancel orders at our discretion. You agree to accept responsibility for all activities that occur under your login credentials. Any material on the Platforms may be out of date at any given time and we are under no obligation to update such material or notify you of any out of date material. You must only use your original written text for reviews and testimonials and may not use any text not personally authored by you.

User Representations and Warranties

By using Company’s Platforms, you represent and warrant that:

  1. All registration information you submit will be true, accurate, current, and complete;
  2. You will maintain the accuracy of such information and promptly update such registration information as necessary;
  3. You have the legal capacity to agree and you agree to comply with these Terms of Use;
  4. You are not under the age of 13;
  5. You are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Platforms;
  6. You will not access the Platforms through automated or non-human means, whether through a bot, script, or otherwise;
  7. You will not use the Platforms for any illegal or unauthorized purpose;
  8. Your use of the Platforms will not violate any applicable law or regulation;
  9. 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
  10. You are not listed on any U. S. government list of prohibited or restricted parties.

User Accounts and Registration

In order to use and access certain areas, services, and functionalities of the Platforms, you may be required to register or create an account. You agree that your registration information is accurate and to keep your registration information accurate and current. You agree to keep your login credentials, including your password, secure and confidential and not provide your account information to others, or allow unauthorized parties to access the Platforms. You agree to be responsible for all use of your account and password and to accept responsibility for all activity, including purchases, occurring knowingly or unknowingly, on your account. You agree not to create or maintain an account for any party other than yourself or your organization, or create an account impersonating any other person or entity. We are not responsible for any losses/damages resulting from unauthorized or improper account use. You agree to accept responsibility for losses incurred by Company or others due to any improper or unauthorized use of your or your organization’s account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. Violations of these account provisions may be subject to the termination clause.

Electronic Communications

Company may send electronic communications to users of its Platforms in the form of email, with information regarding accounts and product orders. You may also receive advertisements, promotions, or other special offers if they have provided an email address to Company at any time (see Privacy Policy). By accessing and using Company’s Platforms, you agree to receive the described electronic communications from the provider.

Privacy

Please review our Privacy Policy, which is part of these Terms of Use and also governs your access to and use of the Company’s Platforms, to understand our practices.

Intellectual Property Rights

Unless otherwise indicated, the Company’s Platforms are our proprietary property and the whole of the pieces of content, including, but not limited to, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platforms (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright, trademark, and patent laws and unfair competition laws of the United States, foreign jurisdictions, and international conventions. Products displayed and sold on the Platforms are also intellectual property of Company protected by patent and trademark laws. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Platforms and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

You acknowledge and agree that Company retains all rights, title, and interest in and to all copyrights, trademarks, trade secrets, patents, and any other proprietary rights in, or contained within, the Platforms, the Content, and the Marks, and the products displayed. Provided you are eligible to use the Platforms, you are granted a limited license to access and use the Platforms and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use, except as otherwise expressly agreed to between you and Company in writing. We reserve all rights not expressly granted to you in and to the Platforms, the Content, and the Marks.

Links to Third-Party Websites and Content

The Company’s Platforms may contain links to other websites, or you may be sent via the Company’s Platforms to other, third-party platforms, sites, or services (“Third-Party Platforms“). These links or connections to Third-Party Platforms are provided solely for convenience to you. We do not endorse, monitor, investigate, or have any control over these Third-Party Platforms, including, but not limited to, their content, services, or products offered. Your access and use of these Third-Party Platforms are solely at your own risk and are subject to the separate terms of use and privacy policies adopted by the Third-Party Platforms. We accept no responsibility for the operation or content of any Third-Party Platforms accessed through the Company’s Platforms, or for any purchases made by you on any Third-Party Platforms, and you agree to release and hold us harmless for any harm or losses incurred by you through, or resulting from, your access and use of these Third-Party Platforms.

User Generated Contributions

The Platforms may allow or invite you to post reviews and comments, chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platforms, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions“). Contributions may be viewable by other users of the Platforms and through Third-Party Platforms. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Contributions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Contributions, and you hereby warrant and represent that any such Contributions are original with you or that you have the right to submit such Contributions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Contributions.

When you create or make available any Contributions, you thereby represent and warrant as follows:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Platforms, and other users of the Platforms to use your Contributions in any manner contemplated by the Platforms and these Terms of Use.
  3. You have the written consent, release, and/or permission of each and every identifiable individual person, entity, or organization in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Platforms and these Terms of Use.
  4. Your Contributions are not false, inaccurate, or misleading as to either the content or the origin of the content.
  5. Your Contributions do not consist of or contain software viruses, political campaigning, unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation, and
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable, and do not ridicule, mock, disparage, intimidate, or abuse anyone (as determined by us).
  7. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
  8. Your Contributions do not violate any applicable law, regulation, or rule.
  9. Your Contributions do not violate the privacy or publicity or intellectual rights of any third party.
  10. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual, violent, or improper manner (as determined by us).
  11. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Platforms in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Platforms.

Contribution License

By providing Contributions to Company’s Platforms, and unless stated otherwise, you grant Company a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such Contributions, including, without limitation, your image or photo and voice, throughout the world in any media. You also grant Company and sub licensees the right to use the name that you submit in connection with such Contributions if they choose. You represent and warrant that you own or otherwise control all of the rights to the content of your Contributions; that the content of your Contributions is accurate; and that use of the content of your Contributions does not violate this policy and will not cause injury to any person, entity or organization. Company has the right, but not the obligation, to monitor, edit, re-categorize, and remove any Contributions or content at any time and for any reason.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. Company takes no responsibility, and assumes no liability for any contributions or content posted by you or any third party. YOU AGREE TO INDEMNIFY COMPANY, ITS AGENTS AND ASSIGNS, FOR ALL CLAIMS RESULTING FROM CONTRIBUTIONS SUPPLIED BY YOU OR ON YOUR BEHALF.

Mobile Application License

A. Use License

If you access and use the Company’s Platforms via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. When you access and use the Company’s Platforms via a mobile device, you thereby represent and warrant that you will not:

  1. Decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
  2. Make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
  3. Violate any applicable laws, rules, or regulations in connection with your access or use of the application;
  4. Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;
  5. Use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
  6. Make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
  7. Use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
  8. Use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or
  9. Use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

B. Apple and Android Devices

The following additional terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access Company’s Platforms:

  1. The license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service.
  2. We are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application.
  3. In the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application.
  4. You acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.
  5. You must comply with applicable third-party terms of agreement when using the mobile application, e. g. , if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application.

C. MIT License Disclaimer

Portions of this website/app utilize open source software licensed under the MIT license, copied below:

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software“), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Social Media

As part of the functionality of Company’s Platforms, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Company’s Platforms; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Company’s Platforms via your account, including without limitation any friend lists, and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platforms. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Platforms. You will have the ability to disable the connection between your account on the Platforms and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Platforms. You can deactivate the connection between the Platforms and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

User Data

We will maintain certain data that you transmit to the Platforms for the purpose of managing the performance of the Platforms, as well as data relating to your use of the Platforms. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platforms. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby release and waive any right of action against us arising from any such loss or corruption of such data.

Electric Communications, Transactions, and Signatures

Visiting the Platforms, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORMS. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Platforms at any time or, for any reason, at our sole discretion without notice. However, we have no obligation to update any information on our Platforms. We also reserve the right to modify or discontinue all or part of any Platform without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Platforms.

We cannot guarantee the Platforms will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platforms, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platforms at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platforms during any downtime or discontinuance of any Platform. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Platforms or to supply any corrections, updates, or releases in connection therewith.

Mistakes and Corrections

There may be information on the Platforms that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platforms at any time, without prior notice.

Copyright Infringements/Complaints

We respect the intellectual property rights of others. If you believe that any material available on or through the Company’s Platforms infringes upon any copyright you own, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.

To be effective under 17 U. S. C. § 512, a Notification of claimed infringement must be a written communication provided to the designated agent of a service provider that includes substantially the following:

  1. A detailed description of the copyrighted work you believe is being infringed;
  2. A description (such as the subdomain link) of the location on the application where the allegedly infringing content appears;
  3. Your contact information, including your name, address, telephone number, and, if available, email address;
  4. A statement that you have a good faith belief that the allegedly infringing use is not authorized by you as the copyright owner, by your agent, or by law;
  5. A statement affirming that, under penalty of perjury, the information in the Notification is accurate and that you are, or are authorized to ct on behalf of, the copyright owner; and
  6. An original or electronic signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.

Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Platforms infringes a copyright, you should consider first contacting an attorney.

Term and Termination

These Terms of Use shall remain in full force and effect while you access and use Company’s Platforms. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE PLATFORMS (INCLUDING BLOCKING CERTAIN IP ADDRESSES OR DEVICE NUMBERS), TO ANY PERSON, ENTITY, ORGANIZATION FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORMS OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

You may also terminate these Terms of Use at any time and with no penalty by deleting your account.

If we terminate or suspend your access and use of Company’s Platforms or your account created by or through Company’s Platforms, or if you terminate your account, for any reason, the following terms shall apply:

  1. The rights and licenses granted to you under these Terms of Use, including your ability to access and use the Platforms, will immediately terminate;
  2. You must immediately cease using any and all materials and other similar content in your possession or control that are proprietary to Company;
  3. You are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
  4. Any termination or suspension shall not affect the respective rights and obligations (including payments) of the parties arising before the date of termination.
  5. Any term of these Terms of Use that should, by its nature, survive termination of these Terms of Use, including clauses relating, but not limited to, intellectual property, limitations of liability, releases, warranty disclaimers, indemnification, and severability will survive its termination.
  6. Termination or suspension also applies to product orders, with Company reserving the right to cancel any orders at its sole discretion for any reason.
  7. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Disclaimers

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, UNLESS OTHERWISE SPECIFIED IN WRITING. COMPANY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, UNLESS OTHERWISE SPECIFIED IN WRITING, IN CONNECTION WITH THE PLATFORMS AND YOUR ACCESS AND USE THEREOF, INCLUDING ANY THIRD-PARTY ACCOUNTS OR PLATFORMS CONNECTED OR LINKED TO COMPANY’S PLATFORMS. NEITHER COMPANY, NOR ANY PARTY ASSOCIATED WITH COMPANY, MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO COMPANY’S PLATFORMS OR PRODUCT OPERATION, OR WITH RESPECT TO ANY THIRD-PARTY ACCOUNTS OR PLATFORMS CONNECTED OR LINKED TO COMPANY’S PLATFORMS, REGARDING THE RELIABILITY, USEFULNESS, INFORMATION, SOFTWARE, CONTENT, LINKS, GRAPHICS, ACCURACY, COMMPLETENESS, SECURITY, OR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORAMTION STORED THEREIN, EXCEPT AS OTHERWISE PROVIDED IN WRITING. THE PLATFORMS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE COMPANY’S CONTROL. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND FOR CONTINUOUS, UNINTERRUPTED, ERROR FREE, SECURE ACCESS AND USE OF THE PLATFORMS, THAT THE PLATFORMS WILL MEET YOUR NEEDS, AND THAT THE PLATFORMS ARE FREE FROM VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU AGREE THAT YOUR ACCESS AND USE OF THE COMPANY’S PLATFORMS, INCLUDING THIRD-PARTY ACCOUNTS AND PLATFORMS CONNECTED OR LINKED TO COMPANY’S PLATFORMS, AND COMPANY’S SERVICES AND PRODUCTS WILL BE AT YOUR SOLE RISK, EXCEPT AS OTHERWISE PROVIDED IN WRITING, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY DEVICE USED BY YOU TO ACCESS OR USE COMPANY’S PLATFORMS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, AGENTS, OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY OR PUNITIVE DAMAGES, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE COMPANY’S PLATFORMS OR THE PRODUCTS OR SERVICES PROVIDED BY AND THROUGH THE PLATFORMS, EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME TOTAL RESPONSIBILITY FOR THE ACCESS AND USE OF THE PLATFORMS OR PRODUCTS OBTAINED THROUGH THE PLATFORMS, EXCEPT AS OTHERWISE PROVIDED IN WRITING. THE ONLY REMEDY AGAINST COMPANY FOR ACCESS OR USE OF THE PLATFORMS IS TO STOP USING IT. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY; IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMES, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to indemnify, defend, and hold us harmless, including our subsidiaries, affiliates and assigns, and all of our respective officers, directors, managers, members, agents, partners, and employees, from and against any demands, claims, losses, damages, costs, or liabilities, including reasonable attorney’s fees and expenses, made by any third party due to or arising out of:

  1. Your Contributions;
  2. Use of Company’s Platforms;
  3. Breach of these Terms of Use;
  4. Any breach of your representations and warranties set forth in these Terms of Use;
  5. Your violation of the rights of a third party, including, but not limited to, intellectual property rights, publicity, confidentiality, property or privacy rights;
  6. Any overt harmful act toward any other user of the Platforms with whom you connected via the Platforms;
  7. Your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, including, without limitation, all regulatory, administrative, and legislative authorities;
  8. Any misrepresentations made by you; or
  9. Your use of products obtained through the Platforms in contravention of the instructions and directives pertaining to such products.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Severability

If any condition(s) in these Terms of Use is held invalid or illegal, that condition(s) shall be deemed severable, and the remainder of these Terms of Use shall continue to be enforceable. If any provision of these Terms of Use is deemed unlawful or contrary to any regulation, void or unenforceable, then that provision is deemed severable from these Terms of Use, while the remaining provisions are still valid and enforceable. The provision(s) in question will be modified and interpreted to accomplish the objectives of said provision to the greatest extent possible under applicable law. Any conditions in question shall have no effect on the validity of the remaining terms.

Governing Law

Company’s Platforms were created by and are operated by Company in the State of Texas. These Terms of Use are governed by and construed in accordance with Texas law, in addition to applicable federal law and the federal arbitration act, without regard to conflicts or choice of law principles. Texas state law will govern any and all claims relating to, or arising out of, your access and use of the Company’s Platforms or products, or these disclaimers, terms, and conditions.

Disputes, Arbitration, and Jurisdiction

Any claim, dispute, or controversy (“Claim“) arising out of or relating to these Terms of Use or the Platforms or the relationships among you and the Company shall be resolved by one arbitrator through binding arbitration administered by JAMS, with such arbitration to take place in the State of Texas. ARBITRATION MEANS THAT BOTH PARTIES WAIVE RIGHT TO JURY TRIAL. Copies of the JAM Rules and forms can be located at www. jamsadr. com, or by calling (800) 352-5267. The parties will split the cost of the arbitrator and arbitration equally. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any Texas court having jurisdiction. These Terms of Use and the Platforms shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; and any such suit may be brought only in Federal District Court in the State of Texas, or if any such court lacks jurisdiction, in any Texas state court that has jurisdiction. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, or enforceability of these Terms of Use or Company’s Platforms, including any claim that all or any part of these terms is void or voidable. Prevailing Party shall recover and be entitled to attorney fees and costs.

If for any reason, either in contravention of these Terms of Use or pursuant to the exceptions set forth below, a dispute is filed or proceeds in a court of law rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Collin County, Texas, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens, with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

A. Restrictions

You and Company agree that any arbitration shall be limited to the claims or disputes between you and Company. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any claim or dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any claim or dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

B. Exceptions to Arbitration

You and the Company agree that the following claims and disputes are not subject to the above provisions concerning binding arbitration: (a) any claims or disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any claim or dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any claim or dispute falling within that portion of this provision found to be illegal or unenforceable and such claim or dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

Time Limitations on Claims/Disputes

In no event shall any claim or dispute brought by either party, related in any way to the Platforms be commenced more than one (1) years after the cause of action arose.

Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Platforms, or in respect to the Platforms, constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Platforms. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Contact Us

In order to resolve a complaint regarding Company’s Platforms, or to receive further information regarding use of the Platforms, please contact us at:

NuVinAir, LLC
5851 Legacy Circle Suite 600
Plano, TX 75024
United States

Phone: (844) 984-6247
[email protected] com