PLEASE READ THIS PORTAL ACCESS AGREEMENT (“AGREEMENT”) CAREFULLY.  BY CLICKING ON THE ACCEPTANCE BOX BELOW OR OTHERWISE USING THE UV ANGEL PORTAL (“PORTAL”), YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY REFERENCED HEREIN.  IF YOU DO NOT AGREE, THEN UV PARTNERS, INC., DOING BUSINESS AS UV ANGEL (“UVA”) IS UNWILLING TO GRANT YOU ACCESS TO THE PORTAL, AND YOU MAY NOT USE THE PORTAL.

  1. GENERAL. This Agreement is a legal agreement between you and UVA. Your access to and use of the Portal and any UVA monitoring and disinfecting devices (Collectively, the “System”) are governed by this Agreement, which is a legally binding contract between you and UVA. In addition, when using a particular service and/or accessing certain materials on or through this Portal, you will be subject to any posted terms, conditions, and rules applicable to the service and/or materials, which are incorporated into this Agreement and govern any conflict or inconsistency with this Agreement.
  2. AMENDMENTS TO TERMS. UVA reserves the right to change the terms and conditions of this Agreement, the Privacy Policy and/or any of its other terms, conditions, and rules relating to the System, at any time in its sole discretion. UVA shall notify you of such changes by posting the changes on the Portal. You are responsible for regularly reviewing the Portal and this Agreement regarding such changes. Continued use of the System after any such changes have been posted shall constitute your agreement to them.
  3. PORTAL ACCESS. Portal access is available upon purchase of a Device, and subject to any additional terms and conditions related to such purchase with UVA (or an authorized reseller of Devices).  In addition, your access to the Portal may be subject to a subscription fee, as further detailed in such agreement.  Your access to the Portal is granted through the creation of a username and password (your “Account”). You should not share your Account information with anyone, and you are solely responsible for any activity that occurs through your Account.
  4. OWNERSHIP.

(a)  Device Data.  Each Device collects and stores information related to how users interact with it, its air treatment activities, and diagnostic information (“Device Data”).  Device Data may be automatically transmitted to the Portal via wireless connection with your network, or separate UVA software if you connect the Device to a machine that operates such software.  By default, the Device is configured to automatically transmit Device Data via your network; however, you may disable such feature. You are not required to permit the Device to transmit Device Data in order to use the Device, but without such transmission, the Portal will be of limited functionality to you.  You acknowledge and agree that UVA retains the sole and exclusive ownership of all rights, title, and interest in and to the Device Data.   UVA may make certain Device Data available to you through the Portal.  UVA grants to you a limited, non-exclusive, non-transferable, non-assignable right to use such Device Data solely in connection with the Device and for your internal business purposes only.

(b)  Customer Data. You own all rights, title, and interest in and to all information provided by you in connection with, or generated from, or based upon, your use of the Device, excluding any Device Data and any Account information you provide (“Customer Data”). UVA shall use the Customer Data only as outlined in UVA’s Privacy Policy (available at https://uvangel.com/privacy-policy) which may be modified by UVA from time to time). Notwithstanding the foregoing, by using the Portal you hereby grant to UVA a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (directly and indirectly), transferrable, perpetual, and irrevocable license to de-identify the Customer Data and use such de-identified data (“Anonymized Data”) for UVA’s business purposes or any other legally permissible purpose; provided such Anonymized Data does not include personally identifiable information.

(c)  Portal.  The Portal design, text, content, selection and arrangement of elements, organization, graphics, compilation, and other matters related to the Portal are protected under applicable copyright laws, ALL RIGHTS RESERVED. You do not acquire ownership rights to any such elements viewed through the Portal. Except as otherwise provided herein, none of these elements may be used, copied, reproduced, downloaded, posted, displayed, transmitted, modified, or distributed in any form or by any means, including, without limitation, electronic, mechanical, photocopying, recording, or otherwise, without UVA’s prior written permission.  UVA and/or our licensors own and shall retain all rights, title, and interests, including all intellectual property rights, in and to the Portal, and all elements thereof. Except as it relates to Customer Data or the express licenses granted to you herein, you neither have nor acquire any rights, title, or interests in or to the Portal or any element thereof.

(d) Software.   All software and firmware embedded in the Device, desktop client software, and cloud web administration software (“Software”) is provided to the Customer under a license permitting use of the Software only with the System. The Software is subject to modification from time to time by UVA, which modification may include discontinuation of one or more components of the Software.  UVA grants you a non-exclusive, non-sub licensable, worldwide license to use the Software solely for use in connection with the Devices. You may authorize any of your employees, subcontractors, or agents to use the Software (each, a “User”) as contemplated herein, and you are solely responsible for each User’s compliance with this Agreement and any applicable terms of use. UVA and/or our licensors own and shall retain all rights, title, and interests, including all intellectual property rights, in and to the Software, and all elements thereof. You neither have nor acquire any rights, title, or interests in or to the Software, or any element thereof.

(e) Marks.  UVA, all company names, and all other trademarks and logos, unless otherwise noted, are trademarks and/or trade dress of UV Partners, Inc. in the United States, or its affiliates or other companies under common ownership or control or their licensors (the “Marks”). The use or misuse of any Marks or any other materials contained on the Portal, without the prior written permission of their owner, is expressly prohibited.  UVA’s trademarks and trade dress may not be used in connection with any product or service that is not UVA’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits UVA. All other trademarks not owned by UVA that appear on the Portal or Device are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by UVA.

(f)  Restrictions.  In addition to other restrictions in this Agreement, you will not, and will not permit others to: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt any component of the System; (b) make any modification, improvement, adaptation, enhancement or derivative work from the System; (c) violate any applicable laws, rules or regulations in connection with Customer’s access or use of the System; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of UVA or its affiliates, partners, suppliers or the licensors; (e) use the System for any purpose for which it is not designed or intended; (f) rent or time-share the System or make the System available over a network or other environment permitting access or use by multiple users or devices; (g) use the System for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by UVA; (h) engage in any activity with the System that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of UVA or any third-party service provider; or (i) use any proprietary information or interfaces of UVA or UVA Marks in the design, development, manufacture, licensing or distribution of the System, accessories or devices for use with the System.

  1. When the Device is connected to your network, you acknowledge and agree that UVA may from time to time automatically update the Software to a newer version, or otherwise automatically provide patches, fixes, or modifications to the Software (collectively, “Updates”). You agree to receive these updates without any additional notice and acknowledge that such Updates may result in changes to or loss of System functionality.
  2. DISCLAIMER OF WARRANTIES. EXCEPT FOR UVA’S STANDARD LIMITED WARRANTY WITH RESPECT TO INDIVIDUAL DEVICE COMPONENTS (WHICH WARRANTY SHALL BE MADE AVAILABLE TO YOU UPON YOUR REQUEST), UVA MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SYSTEM AND UVA DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY (i) WARRANTY OF MERCHANTABILITY, (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) WARRANTY OF NON-INFRINGEMENT, OR (iv) WARRANTY THAT THE SYSTEM WILL BE AVAILABLE, UNINTERRUPTED, ACCURATE, RELIABLE, SECURE, OR ERROR-FREE. WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME AND ACCEPT ALL RISK ASSOCIATED WITH THE SYSTEM AND YOUR ACCESS TO THE PORTAL. THE SYSTEM AND ANY INFORMATION OR SUPPORT MADE AVAILABLE TO YOU ARE PROVIDED BY UVA “AS-IS.” UVA MAKES NO GUARANTEES THAT IT WILL PROVIDE OR CONTINUE TO PROVIDE THE PORTAL OR SUPPORT FOR UPDATES TO THE SYSTEM, NOR DOES IT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT IT WILL BE ABLE TO OR WILL UNDERTAKE TO CORRECT ANY ERRORS OR PROBLEMS WITH THE PROPER FUNCTIONING OF THE SYSTEM. BY USING THE SYSTEM, YOU ASSUME ALL OF THE RISKS ASSOCIATED WITH SUCH USE, AND YOU EXPRESSLY RELEASE UVA, AND ITS THIRD-PARTY INFORMATION AND SERVICE PROVIDERS, FROM ANY AND ALL LIABILITY, CLAIMS, AND/OR LOSSES ARISING FROM OR CONNECTED WITH SUCH RISKS.
  3. LIMITATION OF LIABILITY. REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT SHALL UVA, ITS AFFILIATES, ITS LICENSORS, AND/OR ITS SERVICE PROVIDERS BE LIABLE OR RESPONSIBLE TO YOU IN ASSOCIATION WITH THE SYSTEM, OR YOUR USE THEREOF, FOR ANY: (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THEY ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOST EXPECTANCY OR BUSINESS INTERRUPTIONS. ANY CLAIM RELATED TO THE SYSTEM MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT THAT GAVE RISE TO THE CLAIM.  UVA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DELAY OR FAILURE IN THE SYSTEM, OR ANY COMPONENT THEREOF, OR YOUR ABILITY TO ACCESS OR USE THE SYSTEM, RESULTING FROM CAUSES OUTSIDE OF UVA’S CONTROL, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, ACCIDENTS, STRIKES, FIRES, WAR OR ACTS OF GOD.
  4. TERMINATION. IF YOU DO NOT UNDERSTAND, ACCEPT, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD DISCONTINUE YOUR USE OF THE SYSTEM. UVA may terminate your access to the Portal at any time and for any reason without prior notification. Additionally, UVA may modify the Portal at any time, and continuing to use the Portal constitutes your agreement to such modifications. UVA may also, in its sole discretion and at any time, with or without notice, discontinue the Portal or any portion of it, restrict the time the Portal is available, or restrict the amount of use permitted. You agree that UVA may terminate or restrict your access to the Portal under this Agreement or any other applicable policy without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account, as applicable, and all related information and files. UVA reserves the right to bar any further access to such files and the Portal. In the event UVA terminates your Account or access to the Portal for any reason except your breach of this Agreement or other applicable policy or agreement, UVA (or its reseller) shall promptly refund to you a pro-rata amount of any fees paid for access to the Portal for the remainder of your Portal subscription.  The foregoing sets forth your sole and exclusive remedy, and you agree that UVA will not be liable to you or any third-party, for any termination of your Account or access to the Portal. Provisions that survive termination of this Agreement are those relating to ownership, limitations of liability, indemnification, and others which by their nature are intended to survive.
  5. MISCELLANEOUS. You may not assign this Agreement, in whole or in part, without UVA’s express prior written consent, which UVA may withhold for any or no reason in its sole discretion. No provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach of the other party, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach.  This Agreement shall be binding upon and inure to the benefit of UVA and its legal representatives, successors, and assigns.  If any provisions of this Agreement shall be prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions.  This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without regard to the principles of conflicts of law.
  6. COMPLAINTS AND VIOLATIONS. If you have any complaints or wish to report any violation of this Agreement, please contact us at info@uvangel.com.

 

Effective Date: October 18, 2023