Terms of Service
Last Modified: October 19, 2018
Brava Home, Inc. (doing business in California as Brava Oven and in Texas as Brava Oven, Inc.) and its subsidiaries and affiliates (collectively, "Brava,” "we,” "our,” or "us”) provide: (1) a website that may be accessed at brava.com (or a successor site or subdomain) (each a "Site”); (2) services accessible through the Sites ("Web Apps”); (3) software that may be downloaded to your mobile device to access services (and any updates thereto) ("Mobile Apps”); (4) membership subscription services, including services that may be accessed using the Web Apps and Mobile Apps ("Membership Subscription Services”); and (5) an online e-commerce store (the "Store”), all for use (a) in conjunction with Brava's hardware products, which include ovens, oven accessories, and other hardware products we may sell or offer for sale from time to time ("Brava Products”) and (b) in other manners, including in connection with grocery items and consumable meal ingredients provided or sold by Brava (including without limitation through the Store or as part of the Membership Subscription Services) ("Food Products”).
The term "Services” means, collectively, the Sites, Web Apps, Mobile Apps, Membership Subscription Services, the Store and any other online or mobile service or software provided in connection with any such services, including without limitation the Brava Product Software (as defined in Section 1(a)(ii) below). The term "Products” means, collectively, Brava Products and Food Products.
The term "you,” means any person or entity who accesses or uses any Services, including Owners (as defined in Section 2(b)), Authorized Users (as defined in Section 2(b)), and the parents or guardians of Authorized Users, as applicable (as described in Section 1(b)(ii)).
These Terms of Service ("Terms”) ARE THE PRIMARY AGREEMENT THROUGH WHICH YOU MAY USE OUR PRODUCTS AND SERVICES. THE SUPPLEMENTAL DOCUMENTS (DEFINED BELOW IN SECTION 1(a)) SET FORTH ADDITIONAL TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF CERTAIN SPECIFIED PRODUCTS AND SERVICES AS FURTHER DESCRIBED IN SUCH DOCUMENTS.
Please read these terms AND ALL SUPPLEMENTAL DOCUMENTS carefully. BY USING THE SERVICES (INCLUDING THE SITES) OR PURCHASING PRODUCTS VIA THE STORE, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH YOUR ACCESS TO, USE OF AND (AS APPLICABLE) PURCHASE OF THE SERVICES AND PURCHASE OF PRODUCTS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY (SUBJECT TO SECTION 1(b)(ii) BELOW) TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE, SUBJECT TO SECTION 1(b)(ii) BELOW, OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS FROM YOUR ACCOUNT (AS DESCRIBED BELOW) AND CEASE ACCESSING AND USING THE SERVICES.
You acknowledge and agree that, as provided in greater detail in these Terms:
· These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction.
· AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE SERVICES. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SERVICES.
· These Terms contain disclaimers and exclusions of warranties and a limitation of liability that affect you only to the extent permitted by law. To the extent that the jurisdiction that is applicable to you does not allow the disclaimer and exclusion of warranties or limitation of liability included in these Terms, then those sections do not apply to you.
· You consent to the use of binding arbitration to resolve disputes rather than jury trials or class actions. Please follow the instructions in the "Dispute Resolution and Arbitration” section below if you wish to opt out of this provision.
· Brava reserves the right to make changes to these Terms in accordance with Section 13(a) of these Terms.
(a) Overview and Relation to Other Documents . These Terms govern your use of the Services. In addition to any and all applicable terms and conditions in these Terms, the following documents (the "Supplemental Documents”) govern your access to, use of and (if applicable) purchase of the Services and Products, in the manner described below:
(i) Additional terms applicable to your purchase of any Brava Product are set forth in the Terms of Sale (the "Terms of Sale”), and the limited warranty we provide for Brava Products is set forth in our Limited Warranty ("Limited Warranty”). For purposes of clarity, Section 9 of these Terms does not apply with respect to Brava Products.
(ii) Additional terms applicable to your purchase of any Food Product are set forth in the Terms of Sale. For purposes of clarity, Section 9 of these Terms does not apply with respect to Food Products.
(iii) Additional terms applicable to the software embedded in or on any Brava Product (and any updates thereto) ("Brava Product Software”) are set forth in the End User License Agreement (the "EULA”).
(iv) Additional terms applicable to your participation in our Referral Program are set forth in our Referral Program Terms (the "Referral Terms”).
(vi) Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features.
The Supplemental Documents are supplemental to these Terms and by agreeing to these terms, you are also agreeing to accept and abide by the Supplemental Documents applicable to the Products and Services you access and use.
(i) This is a legal contract between Brava and you or the entity you represent in connection with your access and use of the Services. You may use the Services only if you can form a binding contract with Brava (except subject to the provisions of Section 1(b)(ii) below), and only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Only individuals age 18 and older are permitted to act as Owners of Brava Accounts.
(ii) If you are an Authorized User (as defined in Section 2(b)), you represent and warrant that you are over the age of 13, and in the event you are between the age of 13 and the age of majority in the jurisdiction where you reside, that you will only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Any use or access to the Services by individuals under the age of 13 is strictly prohibited and is a violation of these Terms. The Services are not available to any users previously prohibited from using the Services by Brava.
(c) Term and Termination. These Terms will remain in full force and effect so long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. At any time, Brava may (i) suspend or terminate your rights to access or use the Services or (ii) terminate these Terms with respect to you if Brava in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer a Brava Product to a new owner, then (1) your right to use the Services with respect to that Brava Product automatically terminates; and (2) the new owner will have no right to use the Brava Product or Services under your Account (as described below) and will need to register for a separate Account with Brava. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.
(a) Your Account. To use certain parts of the Services, you may need to register for a user account ("Account”) and provide certain information about yourself as prompted by the applicable registration form. By registering for an Account, you represent and warrant that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; and (iii) your use of the Services does not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify Brava of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Brava is not liable for any loss or damage arising from your failure to comply with the above requirements.
(b) Account Ownership. The individual who creates an Account is the "Owner” of that Account and is the Owner of the Brava Products associated with that Account. Individuals who are invited, enabled or permitted to access an Owner's Brava Products and Services are "Authorized Users.” Authorized Users may have the ability to use the Services and monitor and control the Brava Products. Authorized Users may also have the ability to view information (including personal information) and content across all of an Owner's Brava Products, and Services with Brava connections. Authorized Users are responsible for their own actions in connection with the Brava Products and Services, but Owner also hereby agrees to be fully responsible for all actions taken by Authorized Users relating to the Owner's Brava Products, Services and Account. If you are an Owner who invites, enables or permits an Authorized User, you acknowledge and agree that such Authorized User may subsequently invite, enable or permit other individuals with the same access and ability to use your Brava Products and Services set out above, and that these other individuals shall also be deemed "Authorized Users” for all purposes. As a result, if you are an Owner, you should authorize only those individuals that you trust to access your Account, Brava Products, and Services.
(c) No Brava Responsibility for Authorized Users. Brava is not responsible for any Authorized User's behavior, or for any personal injury, death, property damage, or other harm or losses arising from or relating to their use of the Services.
3. Access and Use of the Services
(a) Grant of Access. Subject to these Terms and the applicable Supplemental Documents, Brava grants you a non-transferable, non-exclusive, right and license (without the right to sublicense) to access and use the Services by using the Web Apps, and installing and using the Mobile Apps solely on your own handheld mobile device (e.g., iPhone, iPad, or Android smartphone), solely for the purposes of: controlling and monitoring the Brava Products you own or are authorized to control and monitor or otherwise accessing a Service explicitly provided by Brava for your use.
(b) Automatic Software Updates. Brava may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Products or Services ("Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the applicable Products and Services. If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Products and Services and you agree to promptly install any Updates that Brava provides. Your continued use of any Product or Service is your agreement to these Terms with respect to updated Services.
(e) Security. Brava cares about the integrity and security of your personal information. However, Brava cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(f) Modification of Services. Brava reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that Brava will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
4. Limitations, Requirements and Restrictions
(b) Temporary Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. Brava does not offer any specific uptime guarantee for the Services.
(c) System Requirements. Certain Services may not be accessible without: (i) an Account; (ii) mobile clients such as a supported phone or tablet (required from some functionality); (iii) a working Wi-Fi network in your home that is positioned to communicate reliably with the Brava Products; (iv) always-on broadband Internet access in your home with bandwidth sufficient to support the Brava Products you use; or (v) other system elements that may be specified by Brava. It is your responsibility to ensure that you have all required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the requirements and compatibility have not been met.
(d) Content Responsibility. All Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from which (or from whose account) such Content originated and Brava will not be liable for any errors or omissions in any Content. Brava cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. Additionally, Brava cannot guarantee the authenticity of any data provided by any third-party. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Brava cannot control and has no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAVA MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND BRAVA WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAVA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
(e) Acceptable Use. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Products or Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Products or Services; (iii) you agree not to access the Products or Services in order to build a similar or competitive product or service; (iv) except as expressly stated herein, no part of the Products or Services, as applicable, may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Products, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Products or Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Products or Services by means other than through the interface that is provided by Brava; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Products or Services. You further represent, warrant, and covenant that you will not contribute any Content or otherwise use the Products or Services in a manner that: (1) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (2) violates any law, statute, ordinance or regulation; (3) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (4) impersonates any person or entity, including without limitation any employee or representative of Brava; (5) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program; (6) jeopardizes the security of your Account or anyone else's Account (such as allowing someone else to log in to the Services as you); (7) attempts, in any manner, to obtain the password, account, or other security information from any other user; (8) violates the security of any computer network, or cracks any passwords or security encryption codes; (9) runs Maillist, Listserv, or any form of auto-responder or "spam” on the Services, or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure); or (10) copies or stores any significant portion of the Content. Any future release, update, or other addition to functionality of the Products or Services shall be subject to these Terms.
(f) Compliance with Laws. You agree that you (and not Brava) are responsible for ensuring that you comply with any applicable laws when you use the Products and Services.
5. SMS/Text Messages and Calls
(a) Consent. By consenting to Brava’s SMS/text messaging or calls service, you agree to receive SMS/text messages or calls, as applicable with service, transaction, account-related, and (if you have consented to SMS/text messaging or calls regarding commercial opportunities, events, promotions or offers) commercial news, alerts, notifications and information from Brava to the mobile phone number you provided, even if the number is registered on any state or federal Do Not Call list. You certify that the phone number you provided is true and accurate and that you are authorized to enroll the designated phone number to receive such SMS/text messages or calls, as applicable. You acknowledge and agree that the SMS/text messages may be sent and calls may be made using automated technology, including through an automatic telephone dialing system. Consent to receive SMS/text messages and calls is not a condition of purchase. Standard message and data rates may apply from your carrier. Check your mobile plan and contact your carrier for details. You are solely responsible for all charges related to SMS/text messages and calls, including charges from your carrier.
(b) Opting Out. To unsubscribe from SMS/text messages and calls at any time, text STOP to (855) 276-6767 or reply STOP to any text message you receive from Brava. You may receive one final text message from Brava confirming your request. To re-subscribe, text START to the same number or to (855) 276-6767.
6. Third-Party Products and Services
(a) General. The Products and Services may rely on or interoperate with third-party hardware, software, products, and services, which are beyond Brava's control, but their operation may impact or be impacted by the use and reliability of the Products or Services ("Third-Party Products and Services”). You acknowledge and agree that: (i) the use and availability of the Products and Services is or may be dependent on third-party product vendors and service providers, whose products and services may not operate in a reliable manner 100% of the time, and may impact the way that the Products or Services operate, and Brava is not responsible for damages and losses due to their operation (or failure to operate).
(c) App Stores
(i) You acknowledge and agree that the availability of the Mobile Apps is dependent on the third-party websites from which you download the Mobile Apps, e.g., the App Store from Apple or the Android app market from Google (each an "App Store”). You acknowledge that these Terms are between you and Brava and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
(ii) Without limiting the generality of subsection (i) above, the following terms apply to any Mobile Apps acquired from the Apple App Store ("Apple-Sourced Software”): You acknowledge and agree that these Terms are solely between you and us, not Apple, Inc. ("Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software (if any); to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and any law applicable to us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims by you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims; (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and any law applicable to us as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party's intellectual property rights, we, and 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 the Terms. You and we acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
(d) Third-Party Website Links. The Sites may contain links to other web sites operated by third parties ("Third-Party Sites”). Such Third-Party Sites are not under our control. Brava provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Sites. Your use of these Third-Party Sites is at your own risk.
(e) Disclaimer and Release Regarding Third Party Products and Services. You acknowledge and agree that, to the MAXIMUM extent permitted by applicable law, Brava makes no representation or warranty, express or implied, about any Third-Party Products AND Services, including, without limitation, Partner Products and Services, the App Stores, Third-Party Sites, Equipment, ISPs, and Carriers. Accordingly, Brava is not responsible for any Third-Party Products and Services or your use thereof, including, without limitation, any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to your use of any Third-Party Products or Services. You should contact the third party with any questions about their Third-Party Products and Services. In addition, Brava hereby disclaims and you hereby discharge, waive and release Brava and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.
7. Ownership and Intellectual Property
(a) Brava Property. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets embodied in the Products and Services, are owned by Brava or its affiliates or its or their licensors. Your possession, access, and use of the Products and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Brava and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms. You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of Brava. You must have a license from us before you can post or redistribute any portion of the Services. Other than with respect to User Submissions, Brava retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.
(b) Brava Credits. The Services contain data, information, and other content not owned by you, including (without limitation) in-world currency and credits connected to your Account through a wallet system ("Brava Wallet”) that can be used for transactions on the Services and for the purchase of Products ("Brava Credits”). You understand and agree that regardless of terminology used, Brava Credits represent a limited license right governed solely by these Terms and available for distribution by Brava at our sole discretion. Brava Credits are not redeemable for any sum of money or monetary value from Brava at any time. You acknowledge that you do not own the Account you use to access the Services, nor do you possess any rights of access or rights to data stored by or on behalf of Brava on Brava servers, including (without limitation) any data representing or embodying any or all of your Brava Credits. You agree that Brava has the absolute right to manage, regulate, control, modify and/or eliminate Brava Credits as it sees fit in its sole discretion, in any general or specific case, including without limitation if you attempt to sell or transfer any Brava Credits to a third-party or engage in any other behavior that Brava, in its sole discretion, deems to be misuse or abuse of Brava Credits, and that Brava will have no liability to you based on its exercise of such right. All data on Brava's servers are subject to deletion, alteration or transfer. Brava Credits only remain available if you maintain a valid Account. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY,YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND USER CONTENT RESIDING ON BRAVA'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN BRAVA'S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. BRAVA DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON BRAVA'S SERVERS.
(c) Feedback . You may choose to, or Brava may invite you to submit comments, suggestions, or ideas about the Products or Services, including how to improve the Products or Services ("Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Brava under any fiduciary or other obligation. Brava may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Brava does not waive any rights to use similar or related ideas previously known to Brava, developed by its employees, or obtained from other sources.
You agree to defend, indemnify and hold Brava and its directors, officers, employees, agents, representatives, licensors and suppliers, and its and their successors and assigns harmless from any damages, losses, liabilities, claims, demands, costs and expenses (including attorneys' fees) arising in connection with any third-party claim arising out of, related to or alleging: (i) your or any of your Authorized Users' use of the Products or Services, (ii) your or any of your Authorized Users' violation of these Terms or any Supplemental Documents, (iii) any Content, User Submissions or Feedback provided by you or any of your Authorized Users; or (iv) your or any of your Authorized Users' violation of any law or the rights of any third party. Brava reserves the right, at your expense, to assume the exclusive control of the defense and settlement of any claim for which you are required to indemnify Brava and you agree to fully cooperate with our defense and settlement of such claims. You agree not to settle any such claim without Brava's prior written consent. Brava will use reasonable efforts to notify you of any such claim upon becoming aware of it.
9. Disclaimer of Warranties
This Section 9 sets forth certain warranty disclaimers applicable to the Services, including without limitation the Brava Product Software. For the avoidance of doubt, the warranty disclaimers in this Section 9 do not apply to the Products. Any warranties or warranty disclaimers applicable to the Products shall be contained in the Supplemental Documents.
IN EACH CASE, To the maximum extent permitted by law:
(a) THE SERVICES ARE PROVIDED ON AN "AS IS,” "AS AVAILABLE,” AND "WHERE AVAILABLE” BASIS, AND BRAVA AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(b) WITHOUT LIMITING ANY OTHER WARRANTY DISCLAIMERS SET FORTH HEREIN, BRAVA AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS IN THE SERVICES WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BRAVA OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.
(c) WITHOUT LIMITING ANY OTHER WARRANTY DISCLAIMERS SET FORTH HEREIN, WHEN YOU INSTALL, SETUP OR USE THE SERVICES YOU ARE GIVEN THE OPPORTUNITY TO ALTER DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE DAMAGE OR LEAD TO NON-RECOMMENDED OPERATION OF YOUR CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR SUCH DAMAGE WHEN YOU CHOOSE PARTICULAR SETTINGS OR SET OR ADJUST DEFAULTS.
(d) WITHOUT LIMITING ANY OTHER WARRANTY DISCLAIMERS SET FORTH HEREIN, BRAVA ATTEMPTS TO DISPLAY THE MATERIALS AND INFORMATION YOU VIEW ON THE SERVICES AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION.
(e) THE SERVICES, INCLUDING WITHOUT LIMITATION THE BRAVA PRODUCT SOFTWARE, PROVIDE YOU INFORMATION REGARDING THE PRODUCTS AND YOUR USE OF THEM (COLLECTIVELY, "PRODUCT INFORMATION”). WITHOUT LIMITING ANY OTHER WARRANTY DISCLAIMERS SET FORTH HEREIN, ALL PRODUCT INFORMATION IS PROVIDED "AS IS,” "AS AVAILABLE,” AND "WHERE AVAILABLE”. WE CANNOT GUARANTEE THAT IT IS CORRECT OR UP TO DATE. IN CASES WHERE IT IS CRITICAL, ACCESSING PRODUCT INFORMATION THROUGH THE SERVICES IS NOT A SUBSTITUTE FOR DIRECT ACCESS OF THE INFORMATION IN THE PRODUCTS.
(f) WITHOUT LIMITING ANY OTHER WARRANTY DISCLAIMERS SET FORTH HEREIN, BRAVA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE PRODUCTS OR SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND BRAVA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO OR MAY NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS AND THE SUPPLEMENTAL DOCUMENTS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS AND ANY SUPPLEMENTAL DOCUMENTS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL BRAVA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES, EVEN IF BRAVA KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT WILL BRAVA'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE GREATER OF THE FEES ACTUALLY PAID BY YOU TO BRAVA OR BRAVA'S AUTHORIZED RESELLER FOR THE SERVICES AT ISSUE IN THE SIX (6) MONTHS (IF ANY) PRECEDING THE EVENT WHICH FIRST GAVE RISE TO LIABILITY OR ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. BRAVA DISCLAIMS ALL LIABILITY OF ANY KIND OF BRAVA'S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL BRAVA BE LIABLE IN ANY WAY FOR ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER SUBMISSIONS), INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER SUBMISSIONS), OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF OR EXPOSURE TO ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER SUBMISSIONS) POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO OR MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS AND THE SUPPLEMENTAL DOCUMENTS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS OR ANY SUPPLEMENTAL DOCUMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Fees and Payment
(a) Product Purchases. In addition to the terms of this Section 11, all purchases of Products from Brava are governed by the Terms of Sale.
(b) Membership Subscription Services
(i) Plans. You can read more about our plans for Membership Subscription Services here.
(ii) Free Trials. From time to time, to the extent legally permitted, we may offer free trials of certain Membership Subscription Services for specified periods of time without payment (each a "Free Trial”). If we offer you a Free Trial, the terms of that Free Trial will be provided to you. Free Trials are limited to one (1) per household unless otherwise agreed by us. ONCE YOUR FREE TRIAL ENDS, WE (OR OUR PAYMENT PROCESSOR) WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD FOR THE THEN-CURRENT PRICE FOR THE APPLICABLE MEMBERSHIP SUBSCRIPTION SERVICES PLAN (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) ON A RECURRING BASIS FOR AS LONG AS YOUR MEMBERSHIP SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR MEMBERSHIP SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR MEMBERSHIP SUBSCRIPTION ARE SET FORTH IN SECTION 11(b)(v). PLEASE NOTE THAT YOU WILL NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR MEMBERSHIP SUBSCRIPTION HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
(iii) Continuous Membership Subscriptions . ALL MEMBERSHIP SUBSCRIPTION SERVICES WILL AUTOMATICALLY RENEW AT THE END OF THE TERM IF YOU DO NOT CANCEL PRIOR TO THE END OF THE SUBSCRIPTION TERM. When you purchase any of our Membership Subscription Services, you expressly acknowledge and agree that (1) Brava is authorized to charge you a monthly membership subscription service fee (in addition to any applicable taxes) for as long as your membership subscription continues, and (2) your membership subscription is continuous until you cancel it or such Membership Subscription Service is suspended, discontinued or terminated in accordance with these Terms. UNLESS OTHERWISE INDICATED IN ANY APPLICABLE TERMS OR COMMUNICATIONS WE SEND TO YOU, SUCH RENEWAL WILL BE AT THE SAME MEMBERSHIP SUBSCRIPTION FEE AS WHEN YOU FIRST SUBSCRIBED, PLUS ANY APPLICABLE TAXES, UNLESS WE NOTIFY YOU AT LEAST TEN (10) DAYS PRIOR TO THE END OF YOUR THEN-CURRENT MEMBERSHIP SUBSCRIPTION TERM THAT THE MEMBERSHIP SUBSCRIPTION FEE WILL INCREASE. YOU ACKNOWLEDGE THAT YOUR MEMBERSHIP SUBSCRIPTION IS SUBJECT TO AUTOMATIC RENEWALS AND YOU CONSENT TO AND ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES TO YOUR CREDIT OR DEBIT CARD (OR OTHER PAYMENT METHOD, AS APPLICABLE) BASED ON THIS AUTOMATIC RENEWAL FEATURE WITHOUT FURTHER AUTHORIZATION FROM YOU AND WITHOUT FURTHER NOTICE EXCEPT AS REQUIRED BY LAW. YOU FURTHER ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE TAX RATES CHANGE OR IF YOU ARE NOTIFIED THAT THERE WILL BE AN INCREASE IN THE APPLICABLE MEMBERSHIP SUBSCRIPTION FEES.
(iv) Billing. We automatically charge the payment method associated with your Account on a monthly basis. Day one of your billing cycle is tied to the date your Membership Subscription Services are activated. You acknowledge that the amount billed may vary due to promotional offers, changes in your Membership Subscription Services plan and changes in applicable taxes, and you authorize us to charge your payment method for the corresponding amounts. You further acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if you are notified that there will be an increase in the applicable fees for Membership Subscription Services.
(v) Cancellations and Refunds . You may cancel your Membership Subscription Services at any time by logging into your Account and selecting "Manage Membership,” then clicking to confirm cancellation of your Membership Subscription Services. There are no refunds for partial months during a subscription. Note that merely unpairing a Brava Product from a Membership Subscription Service will not trigger cancellation of the Subscription Service. You will be responsible for all charges (including any applicable taxes and other charges) incurred with respect to any orders processed prior to your cancellation of the Membership Subscription Services.
(c) Availability and Pricing of Products and Membership Subscription Services; Taxes. All Products offered on the Store are subject to availability, and we and our business partners reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products and/or Membership Subscription Services without prior notice. Prices for the Products and Membership Subscription Services are subject to change at any time, but changes will not affect any order for Products you have already placed. In the event we change the pricing for any Membership Subscription Service you have purchased, we will give you advance notice of this change in accordance with Sections 11(b)(iii) and 13(g) (Notifications). After receiving this notice, you will be deemed to have accepted the change in pricing, unless you cancel your membership subscription as set forth in Section 11(b)(v) above. Unless stated otherwise, prices shown for Products and Membership Subscription Services exclude taxes or charges ("Taxes”) that may apply to your purchase. You are solely responsible for paying such Taxes.
(d) Payment Processing. Brava uses a third-party payment processor, currently Stripe, Inc. ("Payment Processor”), to process payments for Products and Membership Subscription Services. Please see Payment Processor's privacy statement available on its site for information on how Payment Processor collects and uses personal information. Payment must be received by our third-party payment processor before our acceptance of an order. Our third-party payment processor accepts the payment methods listed below. Brava does not view or store your full credit card or other payment method information. For all purchases, our third-party payment processor will collect your payment method details and charge your chosen payment method in connection with an order. You acknowledge and agree that Brava is not responsible for any breaches of credit card or other payment method security or privacy. You further represent and warrant that: (i) the account, order, and payment method information you supply to Brava or Payment Processor, as applicable, is true, correct and complete; (ii) you are duly authorized to use such payment method to make such payment; (iii) you will pay any and all charges you incur in connection with the Products and Membership Subscription Services, including any and all applicable taxes; (iv) charges you incur will be honored by your payment method company; and (v) you will pay all charges you incur at the posted prices, including all applicable taxes, if any. If any of your account, order, or payment method information changes, you agree to promptly update this information, so that Brava or Payment Processor may complete your transactions and contact you as needed. Brava is not liable for any unauthorized use or your payment method by a third-party in connection with the Products and Membership Subscription Services.
12.Governing Law, Dispute Resolution, and Arbitration
(a) Governing Law. These Terms and all Supplemental Documents 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 these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted under or in connection with these Terms or any Supplemental Document 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 Brava retains 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 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.
(b) Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM BRAVA. For any dispute with Brava, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Brava has not been able to resolve a dispute it has with you after sixty (60) days, you and Brava each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof, by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Mateo County, California, unless you and Brava agree otherwise. If you are an individual using the Products or Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Brava from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
(c) Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PRODUCTS OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS YOU AND BRAVA AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BRAVA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
(a) Modifications . Brava reserves the right to make changes to these Terms and the Supplemental Documents from time to time. Brava will post notice of modifications to these Terms on this page and modifications to the Supplemental Documents on their respective pages. You should ensure that you have read and agree with the most recent set of Terms and Supplemental Documents when you use the Services or purchase Products from us. Continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms and Supplemental Documents. No other purported modification to these Terms or any Supplemental Document will be effective unless in writing and signed by a duly authorized representative of Brava.
(b) Protection of Confidentiality and Intellectual Property Rights . Notwithstanding the foregoing, Brava may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(c) Entire Agreement and Severability. These Terms, together with the Supplemental Documents, and any duly made modifications hereto and thereto, constitute the entire agreement between you and Brava regarding their subject matter. All section titles are for convenience only and have no legal or contractual effect. If any provision of these Terms or any Supplemental Document is, for any reason, held to be invalid or unenforceable, all other provisions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable. Neither party is an agent or partner of the other party.
(d) No Waiver. No waiver of any term of these Terms or any Supplemental Document shall be deemed a further or continuing waiver of such term and any other term. Any failure by Brava to exercise or enforce any right or provision of these Terms or any Supplemental Document shall not operate as a waiver of such right or provision.
(e) Survival. Any term of these Terms or any Supplemental Document that, by its terms or its nature, should survive the termination of this Agreement shall survive accordingly, including without limitation the following: Sections 3(c), 4, 5, 6, 7(c), 7(d), and 8 through 13 (inclusive) of these Terms.
(f) Assignment. Neither these Terms nor any Supplemental Document (nor any associated rights or obligations) may be assigned or otherwise transferred by you without Brava's prior written consent. These Terms and any or all Supplemental Documents may be assigned by Brava without restriction. These Terms are binding upon any permitted assignee.
(g) Notifications . Brava may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy, or posting of such notice on brava.com. Brava is not responsible for any automatic filtering you or your network provider may apply to email notifications. Brava recommends that you add @brava.com email addresses to your email address book to help ensure you receive email notifications from Brava.
(h) California Residents. Brava's address is 312 Chestnut Street, Redwood City, California 94063. If you are a California resident, 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 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952‑5210.
(i) Customer Service. If you have any questions or concerns regarding the Products, the Services, or these Terms, please contact us at firstname.lastname@example.org.