OOVA Terms of Service
Last revised on June 11, 2020
Welcome to the terms of service (the "Terms of Service") for the website www.oova.life and its related domains and subsites (the "Site") and the related mobile application (the "App"), together with any content, tools, features and functionality offered on or through our Site and the App (collectively, the "Services") operated on behalf of OOVA, Inc. ("OOVA", "we", "us", or "our").
We collect, analyze, and aggregate subjective and objective data for the purpose of understanding the health and wellness of individuals. We offer wellness services that enable subscribers to the Services ("Subscribers") to track health and/or fertility information to assist in general and reproductive health knowledge and/or pregnancy planning and/or family planning, and enable a Subscriber’s health-care provider approved by the Subscriber ("Health Advisor") to access the Services to review the results of such Subscriber’s wellness and fertility-related testing. The following terms and conditions form a binding agreement between you and us when you access the Site as a visitor (a "Visitor"), whether or not you register and become a Subscriber or a Health Advisor (each, a "Registered User"), where "you" or "your" refers to the person accessing or using the Services. Registered Users and Visitors may be referred to collectively as "Users". If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and (b) you agree to these Terms of Service on the entity's behalf.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE SITE OR USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, THEN YOU SHOULD NOT ACCESS OR USE THE SERVICES.
Please note that Section 20 contains an arbitration clause and class action waiver. By agreeing to these Terms of Service, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 20.
These Terms of Service do not alter in any way the terms or conditions of any other written or online terms and conditions or agreements you may enter into with OOVA, such as the OOVA User Agreement (each, a "Separate OOVA Agreement"). To the extent there is any conflict between these Terms of Service and any Separate OOVA Agreement, the terms of the Separate OOVA Agreement will govern.
Certain Services are only available to Registered Users who are required to set up an account prior to accessing such Services ("Account") and who execute a Separate OOVA Agreement. When you set up an Account, you are required to enter your name, email address, password ("Password"), and certain other information collected by OOVA depending on whether you are a Subscriber or Health Advisor. You must not transfer or share your Password or Account (collectively, the "Account Information") with any third party. You are solely responsible for maintaining the confidentiality of your Account Information, and you are fully responsible for all activities that occur under your Password or Account. You agree to immediately notify us of any unauthorized use of your Account Information or any other breach of security. Without limiting any rights that OOVA may otherwise have, OOVA reserves the right to take any action as it deems necessary or reasonable regarding the security of the Services and your Account, including, without limitation, terminating your Account, changing your Password, or requesting additional information to authorize transactions on your Account. Notwithstanding the above, OOVA may rely on the authority of anyone accessing your Account or using your Password, and in no event and under no circumstances will OOVA be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of OOVA under this provision, (ii) any compromise of the confidentiality of your Account or Password, and (iii) any unauthorized access to your Account or use of your Password. You must not use anyone else's Account at any time.
You agree that you will not, nor attempt to, yourself or through a third party: (a) interfere in any manner with the operation of the Services, or the hardware and network used to operate the Services; (b) distribute, sell, lease, rent, sublicense, assign, export, or transfer in any other manner any of your rights under this Agreement or otherwise use the Services for the benefit of a third party (other than a Health Advisor for the benefit of a Subscriber) or to operate a service bureau; (c) modify, copy, or make derivative works based on any part of the Services, or any underlying software, technology, or other information, including any printed materials of the same; (d) create Internet "links" to or from the Services, or "frame" or "mirror" any OOVA content that forms part of the Services; or (e) otherwise use the Services in any manner that exceeds the scope of access granted above.
Any use of third-party software provided in connection with the Services will be governed by such third-party licenses and not by these Terms of Service. You agree to be responsible for any act or omission of any users that access the Services under your Account or using your Password that, if undertaken by you, would be a violation of these Terms of Service, and that such act or omission will be deemed to be a violation by you of these Terms of Service. We reserve the right, in our sole discretion, to deny use of the Services to anyone for any reason.
Use of the Services requires that you comply with certain acceptable use policies we may establish from time-to-time. As part of your responsibilities as a Visitor or a Registered User of the Services, you agree that you will not, nor enable a third party to: (a) use the Services in a manner that is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another's privacy, or racially, ethnically or otherwise offensive, hateful, or abusive; (b) infringe someone else's patent, trademark, trade secret, copyright, or other intellectual property or other rights; (c) use the Services for unsolicited or unauthorized advertising, junk email, or bulk email (SPAM), chain letters, letters relating to a pyramid scheme, or any other unsolicited commercial or non-commercial communication; (d) interfere with others using the Services; (e) use the Services in any manner that uploads or otherwise spreads any software viruses, worms, time bombs, corrupted files, Trojan horses, or any other computer code, files, or programs designed or intended to disrupt, damage, overburden, impair, or limit the functioning of any software, hardware, network, server, or communications systems or equipment; (f) disrupt, interfere, or inhibit any other user from enjoying the Services or other affiliated or linked websites, material, contents, products, and/or services; (g) use any robot, spider, or other such programmatic or automatic device, including but not limited to automated dial-in or inquiry devices, to obtain information from the Services or otherwise monitor or copy any portion of the Services; (h) create a false identity for the purpose of misleading others; (i) prepare, compile, use, download, or otherwise copy any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party; (j) attempt to disable, bypass, modify, defeat, or otherwise circumvent any security-related tools incorporated into the Services; (k) reproduce, duplicate, copy, sell, or exploit for any commercial purposes, any portion of the Services or access to the Services; or (l) systematically collect or use any content from the Services, including through the use of any data mining or similar data gathering and extraction methods.
The Services are not directed to children. Protecting the privacy of children is very important to us. We do not collect or maintain personal information from individuals we know are younger than 18, and no part of the Services is designed to attract an individual younger than 18.
OOVA WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY THIRD-PARTY WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE, OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH THIRD-PARTY WEBSITE OR THEIR RESPECTIVE OWNERS AND OPERATORS.
We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of OOVA, and OOVA may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to OOVA any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES OR FOR THE DELETION OF YOUR ACCOUNT OR CONTENT UPLOADED BY YOU.
YOUR SEPARATE OOVA AGREEMENT MAY CONTAIN DIFFERENT TERMINATION PROVISIONS FOR A GIVEN SERVICE. IN SUCH CASES THE TERMINATION PROVISIONS WITHIN THE SEPARATE OOVA AGREEMENT FOR SPECIFIC SERVICES WILL GOVERN THE TERMINATION OF THOSE SERVICES.
If you are a Health Advisor, you acknowledge that you are not the employee, agent, or subcontractor of OOVA and you are not providing services on behalf of OOVA, but instead you are an independent professional solely responsible for the services you provide to Subscribers. OOVA does not practice medicine or any other licensed profession, and does not interfere with the practice of medicine or any other licensed profession by a Health Advisor, who is responsible for his or her compliance with the requirements applicable to his or her profession and license.
You understand that OOVA does not provide medical or health services or advice. You acknowledge that OOVA brings together a Health Advisor and a Subscriber, while facilitating data gathering and conducting data analyses, that helps the Health Advisor and the Subscriber work together to enable the Subscriber to take a more active role in his or her wellbeing.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages (such as the State of New Jersey). Accordingly, some of the above exclusions, limitations, and disclaimers might not apply to you. To the extent that OOVA may not, as a matter of applicable law, disclaim any implied warranty or limit our liability, then the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
If you are a Health Advisor, you hereby grant to OOVA, on behalf of yourself and your affiliates, a limited, non-exclusive, royalty-free, fully paid-up license to use and display your Marks for purposes of advertising and marketing the Services, including using the Marks to identify Health Advisor in its advertising and marketing materials. Health Advisor and/or its affiliates shall retain all right, title and interest in and to Health Advisor’s and/or its affiliates’ Marks and all goodwill associated therewith.
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of OOVA’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and OOVA agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms of Service). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms of Service will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms of Service, you and OOVA are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and OOVA will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, OOVA will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms of Service by sending written notice of your decision to opt-out to email@example.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms of Service. The notice must be sent to OOVA within thirty (30) days of your registering to use the Services or agreeing to these Terms of Service, otherwise you shall be bound to arbitrate disputes in accordance with these Terms of Service. If you opt-out of these arbitration provisions, OOVA also will not be bound by them.
The validity, interpretation, construction, and performance of these Terms of Service will be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws. The proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 20, or if arbitration does not apply, then the state and federal courts located in New York, New York.
OOVA’s failure to exercise or enforce any term or condition of these Terms of Service will not constitute a waiver of such term or condition. If any term or condition of these Terms of Service is found by a court of competent jurisdiction to be invalid, then you and we nevertheless agree that the court should endeavor to give effect to the intention that is best reflected in that term or condition, and that the other terms and conditions of these Terms of Service will remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within two (2) years after such claim or cause of action arose or be forever barred.
You and we are acting as independent contractors, and nothing in these Terms of Service creates an agency or partnership.
You may not assign your rights under these Terms of Service without our prior written consent, and any attempted assignment will be null and void.