Terms of Service
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.
1.USERS. By using our Services, you represent that you are at least 18 years old and reside in the United States. You agree that all information you provide to OOVA is true, accurate, current, and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current, and complete. If we have reasonable grounds to suspect that such information is not true, accurate, current, or complete, then we may deny or terminate your access to the Services (or any portion thereof).
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.
2.Promotional Codes. We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers (“Promotional Codes”) that may be redeemed for discounts on products or services we offer through the Services, or other features or benefits related to the Services, subject to any additional terms that OOVA establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by OOVA; (d) may be disabled or have additional conditions applied to them by OOVA at any time for any reason without liability to OOVA; (e) may only be used pursuant to the specific terms that OOVA establishes for such Promotional Code; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
3.ACCESS RIGHTS. If you are a Subscriber or a Visitor, we hereby grant to you a limited, non-exclusive, non-sublicensable, non-transferable right to access the Site and the App and to use the Services solely for your personal non-commercial use only as permitted under these Term of Service and any Separate OOVA Agreement you may have entered into with us, and not for any resale nor to provide any services to any third party. If you are using the Services as a Health Advisor, we hereby grant to you a limited, non-exclusive, non-sublicensable, non-transferable right to access the Site and the App solely for the purpose of accessing the Services to review the results of such Subscriber’s wellness and fertility-related testing, and only as permitted under these Term of Service and any Separate OOVA Agreement you may have entered into with us.
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.
4.YOUR RESPONSIBILITIES AND ACCEPTABLE USE OF THE SERVICES. You agree not to, or to enable a third party to, use the Services to: (a) violate any local, state, federal, or international law; (b) stalk, harass, or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; or (e) interfere with or disrupt the Services or servers or networks connected to the Services, or (f) disobey any requirements, procedures, policies, or regulations of networks connected to the Services. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services for any purposes other than purposes that are explicitly permitted herein. You must not reverse engineer, disassemble, decompile, or translate any components of the Services, attempt to derive the source code of any components of the Services, or authorize or assist any third party to do any of the foregoing. Without our written consent, you must not: (i) allow, enable, or otherwise support the transmission of mass unsolicited commercial advertising or solicitations via e-mail (SPAM); (ii) use any high volume, automated, or electronic means to access the Services (including without limitation robots, spiders, or scripts); or (iii) frame the Site, place pop-up windows over its pages, or otherwise affect the display of the Site's pages.
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.
5.USE OF THE APP. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in any particular geographic location. As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from OOVA. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of Push Messages from OOVA.
The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms of Service are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the App from the Apple App Store. You acknowledge and agree that these Terms of Service are solely between you and OOVA, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms of Service. You and OOVA acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and OOVA acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, OOVA, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You must comply with applicable third party terms of agreement when using the App. You and OOVA acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service as they relate to your use of the App, and that, upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary thereof.
6.MODIFICATIONS TO TERMS OF SERVICE. OOVA may change these Terms of Service from time to time. If you object to any such change, then your sole recourse will be to cease using the Services. Continued use of the Services following notice to you of any such change will indicate your acknowledgement of such change and your agreement to be bound by the revised Terms of Service inclusive of such change. Notice to you may be comprised of an email to your registered email address or a notice posted at the Site or on the App.
7.MODIFICATIONS TO THE SERVICES. We reserve the right to modify the Services with or without notice to you. We will not be liable to you or to any third party if we exercise our right to modify the Services. OOVA has no obligation to create or include additional features or functionality for the Services or to correct any errors in the Services. If you object to a modification, then your sole recourse will be to cease using the Services. Continued use of the Services following notice of any such modification will indicate your acknowledgement of such modification and your satisfaction with the Services as so modified.
8.PRIVACY. As part of the use of the Services, you will be asked to provide certain personally identifiable information to us, which will be used and disclosed in accordance with the terms of our Privacy Policy, which is incorporated by reference into these Terms of Service. Further, if you are a Subscriber, we will use and disclose your personally identifiable information in accordance with the terms of the OOVA User Agreement. If you are a Health Advisor that is a “covered entity” as such term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and we are creating, receiving, maintaining or transmitting protected health information on your behalf as a “business associate” in the course of providing Services, we will use and disclose protected health information in accordance with the terms of the Business Associate Agreement available at http://www.oova.life/pages/oova-baa. OOVA’s Privacy Policy can be accessed separately on the Site and the App. If you use the Services, then you are accepting the terms and conditions of our Privacy Policy. If you do not agree to have your information used in the ways described in our Privacy Policy, then you should discontinue use of the Services. The security of your personally identifiable information is important to us. Although there is no such thing as "perfect security" on the Internet, we will take reasonable measures and implement reasonable methods to help ensure the safety of your personally identifiable information. However, you understand and agree that such steps do not guarantee that use of the Services is invulnerable to all security breaches, and that OOVA makes no warranty, guarantee, or representation that use of any portion of the Services is protected from viruses, security threats, or other vulnerabilities.
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.
9.ACCURACY OF INFORMATION. OOVA does not warrant that the information, pictures, or graphic depictions, descriptions, or other content of the Services are accurate, complete, reliable, updated, current, or error-free. You agree to notify OOVA if you become aware of any errors or inconsistencies in the information or content provided through the Services and to comply with any corrective action taken by OOVA.
10. THIRD-PARTY CONTENT AND MONITORING. Third parties; i.e., individuals or businesses not affiliated with OOVA, may offer and provide products and services on or through the Services. Except for OOVA-branded information, products, and services that are identified as being offered by OOVA, OOVA does not operate, control, or endorse any information, products, or services of third parties on the Services or accessible through the Services in any way. OOVA is not responsible for examining or evaluating, and OOVA does not warrant the offerings of, any of these third parties or the content of their websites. OOVA does not assume any responsibility or liability for the actions, products, and content of these third parties. You should carefully review the privacy policy and the terms of service of these third parties.
11.LINKS TO THIRD-PARTY WEBSITES. The Services may display, include or make available content, data, information, applications or materials from third parties or provide links to other websites or resources by third parties, such as our e-commerce portal available via Shopify Inc. Our provision of a link to a third-party website is for your convenience and does not signify our endorsement of such third-party website or its contents. We have no control over, do not review, and cannot be responsible for, any third-party website or its content. Accessing a third-party website linked to the Site or on the App is at your own risk. When leaving the Site or the App, you should carefully review the applicable privacy policy and terms of services of that third-party website.
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.
12.OWNERSHIP; FEEDBACK. The software, code, and proprietary methods and systems used to provide the Services ("Our Technology") and the content of the Services ("Our Content"): (1) are copyrighted by OOVA and/or its licensors under U.S. and international copyright laws; (2) are subject to other intellectual property and proprietary rights and laws; and (3) are owned by OOVA or its licensors. Neither Our Technology nor Our Content may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without OOVA’s prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, and restrictions contained in or attached to any of Our Technology and Our Content, and you must not remove or alter any such notice, information, or restriction. Your use of our Technology and our Content must comply with these Terms of Service and any additional restrictions in any Separate OOVA Agreement you enter into with OOVA. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology, except as explicitly permitted through the Services according to these Terms of Service.
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.
13.TERMINATION. You may terminate your Account at any time, for any reason, by sending an email to support@oova.life. Subject to the terms and conditions of any Separate OOVA Agreement, OOVA may terminate your Account at any time, for any reason. You further understand that termination of your Account will involve deletion of your personally identifiable information, as well as any other content you uploaded to the Services using such Account, from our live databases. Although we will honor a request to delete your personally identifiable information from our live databases, and we will do so upon a request from you, you further understand we will not be able to delete anonymized data about you that has been aggregated with other anonymized data.
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.
14.PROVIDING INFORMATION ONLY. If you are a Visitor or a Subscriber, the Services are intended only for the purpose of providing information to you about your health and wellness. The Services are not intended to replace medical advice or substitute for medical advice, which you should obtain only from consulting with a licensed health-care practitioner. Therefore, Visitors and Subscribers should consult with a licensed health-care practitioner before using any of the information provided by the Services. The information provided by the Services is strictly for informational purposes, and your use of the information from the Services is entirely at your own risk.
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.
15.DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OOVA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, AND SYSTEM INTEGRATION. OOVA MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NOR DOES OOVA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, NOR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS AT YOUR SOLE RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OOVA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
16.LIMITATION OF LIABILITY. YOU UNDERSTAND THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL OOVA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUE, PROFIT, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WOULD BE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. THE AGGREGATE LIABILITY OF OOVA TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (U.S. $100.00). IF YOU ARE A SUBSCRIBER, YOUR SEPARATE OOVA AGREEMENT MAY CONTAIN A DIFFERENT AGGREGATE LIABILITY THRESHOLD WHICH WILL GOVERN YOUR RELATIONSHIP WITH OOVA.
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.
17.INDEMNIFICATION. You agree to indemnify, defend, and hold harmless ("Indemnify") OOVA, its parents, subsidiaries, affiliates, licensors, co-branders, suppliers, and other contract relationships, and the officers, directors, employees, consultants, and agents of each (collectively, the "OOVA Entities"), and other Registered Users and Visitors, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) ("Claims") that such parties might incur as a result of or arising from: (1) any information you submit, post, or transmit through the Services; (2) your use of the Services; (3) your violation of these Terms of Service; (4) your violation of any rights of any other person or entity; or (5) any viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines inputted by you or on your behalf into the Services. If you are a Health Advisor, you also Indemnify the OOVA Entities from and against any and all Claims that such parties might incur as a result of or arising from any of your acts or omissions with respect to Subscribers, including medical or other advice you give to Subscribers in connection with the Services.
18.TRADEMARKS. Certain of the names, logos, and other materials displayed on or in the Services constitute trademarks, trade names, service marks, trade dress, logos, or other indicia of origin ("Marks") of OOVA or third parties. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated with such Marks remains with OOVA or the third parties.
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.
19.GEOGRAPHICAL RESTRICTIONS. OOVA makes no representation that the products, services, and/or materials described on the Services, are appropriate or available for use in locations outside the United States. Registered Users and Visitors access the Services on their own initiative and are responsible for compliance with local laws. Certain third-party entities affiliated with OOVA provide services and operate websites that may be linked to from our Site or App and which are governed by their own terms of services and not these Terms of Service, and may be subject to the laws of other U.S. or international jurisdictions.
20.ARBITRATION, CLASS ACTION WAIVER AND GOVERNING LAW. You agree that in the event of any dispute between you and the OOVA Entities, you will first contact OOVA and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.
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 support@oova.life 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.
21.CALIFORNIA RESIDENTS. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
22.MISCELLANEOUS. Except for any Separate OOVA Agreement between you and OOVA, these Terms of Service constitute the entire agreement between you and OOVA with respect to the subject matter hereof, and governs your access to and use of the Services, and supersede any prior agreements between you and OOVA with respect to the subject matter hereof.
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.
23.SURVIVAL. The terms and conditions related to any limitations on liability that are explicitly set forth herein will survive the expiration or earlier termination of these Terms of Service for any reason. Our (and our licensors') proprietary rights, including all intellectual property rights, in and to Our Content, Our Technology, and the Services will survive the expiration or earlier termination of the Terms of Service for any reason.
24.HOW TO CONTACT US; VIOLATIONS. You may contact us regarding the Services or these Terms of Service at: 335 Madison Avenue, New York, NY 10017, by e-mail at support@oova.life. Please report any violations of these Terms of Service to support@oova.life.