Terms of Service

This service, located at http://www.ovally.com (“Ovally.com ”), and any application including any platforms, APIs, interfaces, related web sites, networks, embeddable widgets, downloadable software, and other services provided by us and in which a link to these Terms of Service is displayed (the “Service”) are owned and operated by Ovally, Inc., a Delaware corporation (“Ovally,” “we,” “us,” or “our”).

This page explains the terms by which you may use the Service. By accessing or using the Service, you signify that you have read, understood, and agree to be bound by these Terms of Service (these “Terms’) and to the collection and use of your information as set forth in the Ovally.com Privacy Statement (together, this “Agreement”), whether or not you are a registered user of our Service. We reserve the right to make unilateral modifications to these Terms and will provide notice of these changes as described below. If you are not eligible, or do not agree to this Agreement, then you do not have our permission to use the Services.

Eligibility

The Service is not intended or designed to attract children under the age of thirteen (13). We do not knowingly allow children under the age of thirteen (13) to create Service accounts and submit personally identifiable information. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least thirteen (13) years of age; (b) you have not previously been suspended or removed from the Services; and © your registration and your use of the Services is in compliance with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization. Ovally may, in its sole discretion, refuse to offer the Services to any person or entity, and may change its eligibility criteria at any time.

Customer Privacy

Ovally understands the importance of maintaining the privacy of your Personal Information. Ovally is not subject to the regulations that govern Covered Entities under the Health Insurance Portability and Accountability Act (“HIPAA”), so the information you submit to us is governed by our Privacy Statement and Ovally’s privacy policies, which follow the guidelines of HIPAA. Please review Ovally’s Privacy Statement carefully. This describes how your Personal Information may be used and disclosed. To the extent there is a disagreement between these Terms and our Privacy Statement, these Terms shall control.

Code of Conduct

You agree not to engage in any of the following prohibited activities:

Copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; Using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Ovally servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy publicly available materials from Ovally.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); Transmitting spam, chain letters, or other unsolicited email; Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; Taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; Uploading invalid data, viruses, worms, or other software agents through the Service; Collecting or harvesting any personally identifiable information, including account names, from the Service; Using the Service for any commercial solicitation purposes; Impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; Using the Service in order to obtain information about us, the Service, or our customers for the purpose of competing with us or otherwise replicating some or all of the Service for any reason; Interfering with the proper working of the Service; Accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or Bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may, without prior notice, and solely in compliance with any applicable laws, change the Service; stop providing the Service or features of it, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any lawful reason, including if in our sole determination you violate any provision of this Agreement, or for no reason if lawfully permitted. Upon any such termination, you continue to be bound by this Agreement.

No Unlawful or Prohibited Use

As a condition of your use of the Service, you warrant to us that you will not use the Service for any purpose that is unlawful or prohibited by these Terms. If you violate any of the Terms, your permission to use the Service automatically ends.

Communications by Email

By accepting these Terms, you agree to receive essential communications from us by email. These communications may include (but are not limited to): notifications of purchase of service, relevant information as part of the Service.

Intellectual Property

All content such as text, graphics, images and information available on the Service (collectively the “Content”) is for informational purposes only. Reliance on the Content is solely at your own risk. Except as otherwise expressly stated, all Service Content is the copyrighted work of Ovally or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Service Content is also the exclusive property of Ovally and is protected by U.S. and international copyright laws. Ovally owns the Content. Any use of the Content not expressly permitted by these Terms may violate copyright, trademark and other law. Content and other features of the Service are subject to change without notice.

Third Party Content

We may provide links to third-party websites. In each such instance, where practicable, we will let you know when you are leaving the Service and linking to a third-party website. We are not responsible for the content, security or the privacy practices of third-party websites and do not make any representations regarding their content or accuracy. Your use of any third-party website is at your own risk. Links to third-party websites do not constitute or imply endorsement by us of those sites, the information they contain or any products or services they describe.

No Professional Advice

If we provide you any professional information in the course of providing the Service, you understand and agree that it is for informational purposes only and should not be construed as professional or medical advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is licensed and/or qualified in the applicable area. For clarity, you will be solely responsible for: (i) compliance with any and all applicable laws, rules, and regulations affecting you; and (ii) any use you may make of the Service to assist in complying with any such laws, rules, or regulations. The Service does not include any legal, medical, regulatory, accounting, or tax advice, and you will rely solely upon your own advisors with respect to such advice.

Disclaimer of Warranty

The Service and all site-related services are provided “as is,” with all faults and with no representations or warranties of any kind. All express implied or statutory warranties, including without limitation warranties of merchantability, fitness for a particular purpose or non-infringement of proprietary rights, are expressly disclaimed. You assume total responsibility and risk for your use of the Service, Ovally.com, all site-related services, and third-party websites. No oral or written information or advice given by the Service or its authorized representatives shall create a warranty of any kind. Any references to specific products or services on the Service do not constitute or imply a recommendation or endorsement by the Service unless specifically stated otherwise.

Limitation of Liability

In no event shall we and our affiliates, suppliers, and other third parties mentioned or linked to on the Service be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damage arising out of or relating in any way to the Service, Ovally.com, site related services and products, content or information contained within Ovally.com, and/or any third party website, whether based on warranty, contract, tort, or any other legal theory and whether or not advised of the possibility of such damages. Your sole remedy for dissatisfaction with the Service, site related services, and/ or third-party websites is to stop using the Service and/or those services. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Assumption of Risk / Indemnification

You understand, acknowledge, and freely assume all risks, including psychological and emotional risks (whether or not foreseeable to us or you), relating to your access to and activities with respect to the Service and Service Content, or relating to any activity, information, or service, provided by us or any of our agents or employees or employees’ agents. You assume personal responsibility for any injury or harm of any kind (including, but not limited to, psychological or emotional injuries), illness, damage, loss, claim, liability or expense, of any kind or nature, that your person or property may suffer arising out of or in connection with the Service or Service Content or use therein.

You agree to defend, indemnify and hold harmless Ovally and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, right provided by any labor or employment law, rule, or regulation, or intellectual property right; (iv) your violation of any applicable law, rule or regulation; (v) any information, materials, or content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your gross negligence or willful misconduct; or (vii) any other party’s access and use of the Service (or access and use of any third-party service via the Service) with your unique username, password or other appropriate security code.

Governing Law

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Mateo County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Mateo County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Arbitration

You agree that any dispute, controversy or claim arising out of or related to this Agreement will be resolved and settled through arbitration administered by the American Arbitration Association and conducted in San Mateo, California, United States of America. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.

General Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Force Majeure

The performance of Company hereunder is subject to interruption and delay due to causes beyond its reasonable control including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like.

Notification Procedures and Changes to the Agreement

We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Ovally is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the version number and date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

Entire Agreement / Severability

This Agreement, together with any amendments and any additional agreements you may enter into with Ovally in connection with the Service, shall constitute the entire agreement between you and us concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.