Ovention, Inc. – Terms of Use

 Last Updated / Effective Date: April, 15 2020

These Terms of Use (“Terms”) govern your access to and use of this website (“Site”), made available by Ovention, Inc. (“Ovention,” “we,” “us,” or “our”).

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BY USING THE SITE, YOU AGREE ON BEHALF OF YOURSELF AND ANY COMPANY THAT YOU REPRESENT (TOGETHER, “YOU”) THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS DO NOT USE THE SITE.

 WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME.  ALL CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING TO THE SITE.  BY USING THE SITE AFTER CHANGES ARE POSTED, YOU AGREE TO THOSE CHANGES.

 IF YOU BELIEVE THERE ARE ERRORS IN THESE TERMS, TO CORRECT ERRORS PRIOR TO YOUR AGREEMENT WITH THE TERMS, CONTACT OVENTION AS SET FORTH IN THE “CONTACT US” SECTION BELOW.

 THESE TERMS CONTAIN AN AGREEMENT BY YOU TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS.  PLEASE REVIEW THE ARBITRATION SECTION BELOW SINCE YOU ARE GIVING UP CERTAIN RIGHTS, SUCH AS THE RIGHT TO A JURY TRIAL AND THE RIGHT TO SUE OVENTION IN A CLASS ACTION LAWSUIT.

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1. PRIVACY POLICY. We may collect certain information from your access to and use of the Site as described in our Privacy Policy [https://oventionovens.com/privacy-policy], which is a part of these Terms.  The Privacy Policy describes our information collection, use, and sharing practices, which you agree to by using the Site.  In the event of conflict between these Terms and the Privacy Policy, the Privacy Policy shall govern.
2. CONTENT. The Site, including its text, audio, video, images, artwork, graphics, photographs, interfaces, icons, software, code, documentation, other components and content, look and feel, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the “Content”), are exclusively the property of Ovention or, as applicable, its suppliers and licensors.  Except for the rights expressly granted to you in the next two sections, Ovention reserves all other rights in and to the Site and Content, including all intellectual property rights.
3. SITE USE RIGHTS. Ovention grants to you a limited, non-transferable, non-exclusive, terminable right to use the Site and the Content so long as you comply with these Terms, the Privacy Policy and all other terms posted throughout the Site as applicable to you, and applicable laws.

4. INTELLECTUAL PROPERTY RIGHTS. The Site and Content are protected by copyright, trademark, and other intellectual property laws.  Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Ovention or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law.

5.  USE OF MARKS. Ovention owns certain trademarks, names, logos, insignia, or service marks (“Marks”).  You do not have the right to use any Marks except as expressly agreed to in writing by Ovention.

   6. THIRD PARTY MATERIALS. The Site may contain third-party marks and third-party
   copyrighted materials, which are the property of their respective owners.  Nothing in these Terms grants to you any rights in or to those third-party marks or materials without such third-party’s consent.

7. ACCOUNTS. You may register, or be registered by Ovention, for various types of accounts through the Site (an “Account(s)”).  In order to use your Account, you agree to provide us certain Personal Information, as required for those Accounts, as further described in the Privacy Policy.  You agree that any Personal Information you provide will be true, current and complete information.  We will treat all Personal Information you provide as set forth in the Privacy Policy.  If any Accounts require a username and password, you are required to keep such information confidential.  You are responsible for all activities that occur under your Account.  If you believe that your Account has been compromised, you must immediately contact us at socialmedia@oventionovens.com.

                                                                                                                                                                 A. Registered Accounts. When our customers establish a Registered Account, or when Ovention establishes a Registered Account for its representatives, you can use such Registered Account to view your Ovention purchase orders, review shipment status and view other relevant business information relating to your order.

8. PRODUCTS AND SERVICES.

A) Product Information and Colors.  We attempt to display the products which are offered for sale and their colors on our Site in a manner which is as accurate as possible. However, the actual colors you see will depend on your monitor.  We cannot guarantee that the color of the product you choose will be the same as is displayed on your monitor.  Product descriptions are subject to change without notice at any time.

B) Availability. In some cases, products and merchandise displayed on the Site may not be available or may not be available for purchase.

C) Product and Service Availability. The availability of products, and services mentioned on or made available through the Site are subject to availability, may not be available for immediate delivery, and terms not described in these Terms may apply.  Ovention may change the products and services at any time without notice or liability to you.  Availability of programs, products, and services may be limited in certain areas.  When you purchase our products or services, additional terms and conditions may apply.

9. ACCEPTABLE USE POLICIES.

A) Age of Majority. You must be the age of majority (which is typically eighteen (18) years old) in your place of residence to use this Site.  If you are under the age of majority you must immediately stop using this Site.

 B) Compliance with Laws. You agree to comply with all local, state, federal and international laws and regulations that apply to your use of the Site.

 C) Use for its Intended Purpose. You shall only use the Site and the Content for their intended purposes for which they are made available to you by Ovention.

 D) Anti-virus. You must use up-to-date, commercially standard, anti-virus software on any computer or device used by you to access the Site.

 E) Information You Provide. When you provide information to us, for example when you fill-out Ovention’s Training School Application, you agree that you only provide current, accurate information and you only provide information that you have a right to share.  Do not provide us any information that violates law or another person’s intellectual property rights or privacy rights.

10. PROHIBITED USES OF THE SITE. When you utilize our Site, you are prohibited from the following activities:

A) You may not copy, reproduce, modify, translate, adapt, reverse-engineer, frame or mirror, or create derivative works of the Site or Content, or circumvent the navigational structure of the Site, or any part of the Site or Content, without the prior written consent of Ovention.

B) You may not access, use, gather information or copy any portion of the Site, including any of its Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.

C) You may not use the Site to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, ransomware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, network, data, or personal information.

D) You may not engage in any activities that aim to render the Site or associated services inoperable, make their use more difficult, or disrupts, damages or overburdens the Site or the servers used to make the Site available.

 E) You may not upload, distribute, transmit, or post anything to the Site that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another, or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.

 F) You may not engage in any conduct while using the Site that Ovention considers inappropriate, unauthorized, or contrary to the intended purpose of the Site.

11. DISCLAIMER OF WARRANTIES. THE SITE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OVENTION EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM STATUTE SUCH AS COURSE OF PERFORMANCE AND USAGE IN TRADE.

            OVENTION IS NOT RESPONSIBLE FOR PROVIDING MAINTENANCE OR SUPPORT SERVICES FOR THE SITE.  OVENTION DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, SECURITY, TIMELINESS, OR AVAILABILITY OF THE SITE OR THE CONTENT, OR THEIR ACCURACY, COMPLETENESS OR RELIABILITY.  OVENTION DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS.  OVENTION IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS ON THE SITE.

OVENTION DOES NOT WARRANT THAT ANY CONTENT WILL RESULT IN ANY PARTICULAR COMPETENCY OR THAT ANY CONTENT WILL MEET YOUR PARTICULAR NEEDS.

WE MAKE NO REPRESENTATION THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION.  YOU ARE RESPONSIBLE FOR COMPLYING WITH THE LAWS AND REGULATIONS APPLICABLE TO YOU.

SOME U.S. STATES, PROVINCES OR COUNTRIES MAY NOT PERMIT THE ABOVE WARRANTY DISCLAIMERS, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. 

12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OVENTION, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS OR LICENSORS (TOGETHER, “OVENTION PARTIES”) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR CONTENT, REGARDLESS OF THE FORM OF ACTION, EVEN IF A OVENTION PARTY HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.

YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SITE.  WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE OVENTION PARTIES’ AGGREGATE LIABILITY TO YOU EXCEED $100 U.S.D., EVEN IF THIS REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

13. EXCEPT AS PROHIBITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND (AT OVENTION’S REQUEST), AND HOLD HARMLESS THE OVENTION PARTIES FROM AND AGAINST ALL LOSSES, CLAIMS, LIABILITIES, DEMANDS, COMPLAINTS, ACTIONS, DAMAGES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, EXPENSES, AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) THAT ARISE OUT OF OR IN CONNECTION WITH:  (A) YOUR ACCESS TO, USE OF, OR MISUSE OF THE SITE OR THE CONTENT, (B) YOUR VIOLATION OF ANY APPLICABLE LAWS, (C) YOUR INFRINGEMENT OR MISAPPROPRIATION OF OVENTION’S OR ANY THIRD PARTY’S INTELLECTUAL PROPERTY, OR (D) YOUR VIOLATION OF THESE TERMS.  WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

14. COPYRIGHT POLICY. We respect the intellectual property rights of others and we ask that you do the same.  We strive to expeditiously remove any infringing material from the Site if we become aware of it.  It is our policy to terminate repeat infringers’ use of the Site.
15. THIRD-PARTY CONTENT AND WEBSITES.

A) Third-Party Websites. The Site may link to, or be linked to, websites not maintained or controlled by Ovention.  Those links are provided as a convenience and Ovention is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website or any programs, products, or services made available through those websites.  You are subject to any third-party terms, conditions and policies when you visit a third-party website, not these Terms.

 B) Third-Party Content. The Site contains third-party content for your convenience (“Third-Party Content”).  The presence of Third-Party Content does not mean that Ovention endorses the Third-Party Content, has reviewed the Third-Party Content, or that there is any association between Ovention and any third party.  You access Third-Party Content at your sole risk.  Ovention has no responsibility for any Third-Party Content.

 C) Third-Party Intellectual Property. Nothing in these Terms grants you any rights to any Third-Party Content.

 D) Social Media. Links to Ovention’s social media pages (e.g., Facebook, Twitter, YouTube, Vimeo, Instagram and LinkedIn) can be found on the Site (“Social Media Pages”).

 i. Purpose. Ovention’s Social Media Pages are intended to provide a place for you to learn more about Ovention.  We look forward to an open and honest dialogue with you on our Social Media Pages, but since anyone can post on Social Media Pages, posts do not necessarily reflect the views of Ovention.

 ii. Your Posts on Social Media. We may or may not review content you post on our Social Media Pages.  We will remove anything that we deem offensive, inappropriate or inconsistent with the vision of Ovention posted on our Social Media Pages.  We may work with third-party service providers of the Social Media Pages to block users who are being offensive, abusive, disruptive or otherwise violating these Terms or applicable laws.  We will treat all information posed to our Social Media pages as non-confidential.

 iii. Our Posts on Social Media. If Ovention follows, likes, re-tweets, favorites, shares, re-posts or does any other similar action to any user’s content on its Social Media Pages, that is not an endorsement of that third party or any product, service or company they represent.

16. LINKING TO THE SITE. If you operate a website and are interested in linking to the Site you must first get our prior written consent for doing so.  Certain terms may apply.  Ovention reserves the right to revoke its consent to link to the Site at any time in its sole discretion. You are responsible for all costs and expenses incurred by Ovention in enforcing the removal of its Site link from your website.

17. FEEDBACK. If you submit comments, questions or feedback to us regarding the Site, or our product or services, they will not be considered or treated as confidential.  We may use any comments, questions and feedback that you send us in our discretion and without attribution or compensation to you.  You warrant that you are the sole owner and creator of any feedback you provide us, and you have all necessary permissions to provide us such feedback, and that your feedback will not violate the intellectual property rights of any third party.

18. GOVERNING LAW. Unless otherwise expressly required by applicable laws in your country of residence, these Terms are governed by the laws of the state of Delaware, U.S.A. without regard to conflict of laws principles.  Venue is exclusively in the state or federal courts located in Milwaukee County, Wisconsin, with respect to any dispute arising under these Terms and you expressly agree to the exclusive jurisdiction of those courts.  The United Nations Convention for the International Sale of Goods does not apply to claims arising under these Terms.

19. ARBITRATION. Both parties agree to resolve any disputes arising under these Terms or relating to the Site through binding arbitration, on an individual basis, as set forth below.

 A) WAIVER. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO BINDING ARBITRATION, YOU ARE GIVING UP YOUR RIGHT TO A TRIAL BY JURY.  YOU UNDERSTAND AND AGREE THAT BY AGREEING TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS, YOU MAY NOT BRING A CLAIM AGAINST OVENTION IN A CLASS ACTION LAWSUIT, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN ONE OR MORE PERSON’S OR PARTY’S CLAIMS IN A CLASS OR PROCEEDING.  In the event a court determines that the foregoing is unenforceable, then such claim must be severed from the arbitration and brought in court, subject to Ovention’s right to appeal.

 B) Good Faith Discussions. You and Ovention must first attempt to resolve any dispute by good faith discussions or email.  If the parties cannot resolve a dispute with good faith discussions, then either party may submit the dispute to binding arbitration as set forth in these Terms.

 C) Rules. You and Ovention agree that arbitration will be conducted by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules, then in effect and as amended herein (the “Rules”).  The Rules can be found at:  https://www.adr.org/Rules.  You and Ovention agree that this agreement to arbitrate involves a transaction of interstate commerce and therefore the Federal Arbitration Act will govern the interpretation and enforceability of this agreement to arbitrate.

 D) Initiating a Claim. The party desiring to initiate arbitration must provide the other party a Demand for Arbitration in accordance with the Rules and the parties will thereafter mutually agree upon the arbitrator.  If the parties cannot agree upon the arbitrator within ten (10) days, an arbitrator will be appointed in accordance with the Rules.

 E) Arbitrator. Arbitration shall be before one (1) arbitrator who shall have exclusive authority to resolve any disputes arising under these Terms or with regard to the Site, including as to the enforceability and/or formation of this agreement to arbitrate made between you and Ovention.

 F) Location. You agree that arbitration shall take place exclusively in Chicago, Illinois.  However, where the disclosed claims or counterclaims do not exceed $25,000, the dispute may be resolved by the submission of documents only/desk arbitration (see the Rules for more details).  Either party may, however, ask for a hearing, or the arbitrator may decide a hearing is necessary.

 G) Time Limit. Any claim by you arising in connection with the Site must be commenced by you within one (1) year of the dispute giving rise to the claim.

H) Confidentiality. The arbitration and information disclosed during arbitration may not be disclosed to any third-party except as required by law.  The parties will not make any comments or announcements to the public about the subject matter or outcome of any arbitration.

 I) Changes to this Agreement to Arbitrate. If Ovention modifies this arbitration provision, you may reject that change by sending Ovention written notice within thirty (30) days of our posting of the change on the Site, in which case we will terminate your Account(s).

 J) The Arbitrator’s Decision. The arbitrator’s decisions and judgement will be final and binding on the parties, but will have no precedential effect.  The arbitrator shall not have the authority to award damages outside of those set forth in these Terms.

K) Costs and Expenses. Each party shall pay their own expenses and fees, including their own attorneys’ fees, arising from arbitration, unless the arbitrator determines that your claims were improper or frivolous, in which case the arbitrator may require you to reimburse us for certain fees and expenses in accordance with the Rules.

 L) Exceptions. Notwithstanding anything to the contrary in this Section, you and Ovention each retain the right to bring an individual action in small claims court and 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 a party’s intellectual property rights.

20. TERMINATION. If you violate applicable laws or these Terms, you are immediately prohibited from further use of the Site or Content.  In addition, Ovention may suspend or terminate your Account(s) or your access to the Site or Content, in whole or in part, temporarily or permanently, for any reason in Ovention’s sole discretion, with or without notice to you.

A) Discontinuing the Site or any Content. Ovention may suspend or terminate the Site or any Content, in whole or in part, at any time in its sole discretion, for any reason.

 B) Effect of Termination. In the event the Site or your Account is terminated, you remain obligated to pay Ovention any outstanding fees you owe to Ovention.

 C) No Liability for Suspension or Termination. Ovention shall not be liable to you or anyone else for any damages arising from or related to Ovention’s suspension or termination of your Account, your access to the Site (in whole or in part) or the Content, or in the event Ovention modifies, discontinues or restricts the availability of the Site or the Content (in whole or in part).

21. COOPERATION WITH LAW ENFORCEMENT. Ovention may cooperate with law enforcement if you are suspected of having violated applicable laws.  YOU WAIVE AND HOLD OVENTION AND ITS REPRESENTATIVES HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCEMENT RELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.

22. ASSIGNMENT. We may assign our rights and delegate our duties under these Terms, in whole or in part, without notice to you.  You may not assign your rights or delegate your duties under these Terms without our prior written consent and any such assignment in violation of this Section is void.  These Terms shall inure to the benefit of Ovention’s successors and assigns.

23. THIRD-PARTY BENEFICIARIES. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Ovention, except that our affiliates are third-party beneficiaries of these Terms.

24. INTERPRETATION. These Terms, including our Privacy Policy, the DMCA Policy and any terms reference on the Site, are the entire agreement between you and Ovention with respect to your access to and use of the Site and Content.

25. WAIVER. Ovention’s failure to enforce any provision in these Terms will not constitute a waiver of that provision or any other provision.  Any waiver of any provision of these Terms will be effective only if in writing and signed by Ovention.

26. SEVERABILITY. If any provision of these Terms is held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect.

27. ELECTRONIC COMMUNICATIONS. These Terms and any other agreements, notices, or communications between you and Ovention may be provided to you electronically if permitted by law.  Ovention may provide notices to you by using any contact information provided by you or through your Account, or by posting such notices to the Site.  Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

28. TRANSLATIONS. The official language of these terms is English.  Any translations of these Terms are provided for your convenience only.  In the event of conflict, the English language version of these Terms controls (unless otherwise required by applicable laws).

29. NEW JERSEY CONSUMERS. No provision in these Terms shall apply to any consumer in New Jersey if the provision limits remedies for (i) negligence, (ii) products liability claims, (iii) the punitive damages laws, (iv) the New Jersey Uniform Commercial Code, or (v) failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft). The provisions of these Terms concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to statutory damages, punitive damages, loss of data, and loss of or damage to property.  Ovention reserves all rights, defenses and permissible limitations under the laws of New Jersey and under the laws of your state of residence.

30. CONTACTING US. If you have any questions or concerns regarding these Terms, please contact us at:

Ovention, Inc.
Attn: Marketing Leader
635 South 28th Street
Milwaukee, WI  53215
Phone:  414-671-6350
socialmedia@oventionovens.com