Legal

Last Updated - 12/1/2016

IMPORTANT: By using Awair consumer electronics products and other products made from Bitfinder  (the “Device”) you are agreeing to be bound by the terms of this Limited Warranty set forth below. If you do not agree to the terms of this Limited Warranty you may return the Device (in its original, unused condition) within thirty days of the date of purchase (or the return period provided by your place of purchase, whichever is longer) for a refund in accordance with our returns policy as set forth in Section 3 of this Limited Warranty.

This Limited Warranty gives you specific legal rights. You may also have other legal rights that vary by state, province or jurisdiction. The disclaimers, exclusions, and limitations of liability under this Limited Warranty will not apply to the extent prohibited by applicable law. For a full description of your legal rights you should refer to the laws applicable in your jurisdiction and you may wish to contact a relevant consumer advisory service.

Duration and Coverage. One (1) year Limited Hardware Warranty. Subject to the additional terms and conditions set forth below, Bitfinder provides the following Limited Warranty only to the person or entity that originally purchased the Device from Bitfinder or from one of its authorized resellers or distributors;

Limited Warranty. Bitfinder warrants the Device against defects in materials and workmanship under normal use for a period of one (1) year from the date of original purchase and with respect to pre-orders from the date the pre-orders are shipped (“Warranty Period”). If a Device is returned to Bitfinder during the Warranty Period as provided below, and Bitfinder determines that the Device is defective, Bitfinder will either repair or replace the unit with either a new or a refurbished Device, or refund the original purchase price (less any discounts or promotional codes) in return for the Device, at its option. If the Warranty Period has expired or is otherwise not applicable as per the Scope and Limitation on Warranty (below), we will return the Device to you. More information about this warranty can be found at http://support.getawair.com.

Satisfaction Return Policy. If you are the original purchaser of the Product and you are not satisfied with this Product for any reason, you may return it in its original condition within thirty (30) days of the original purchase and receive a full refund. To return your product you need to contact customer support for an RMA number. RMA numbers are valid for 30 days after issuance, product returned after that will be returned to the customer.

Return and Warranty Service Process. Please review the online help resources at http://support.getawair.com prior to seeking warranty service. To obtain warranty service, you must first obtain a Return Merchandise Authorization (RMA) number from a Customer Support Representative (CSR) at Bitfinder. Customer Support contact information can be found by visiting http://support.getawair.com. Bitfinder may attempt to troubleshoot a warranty-related problem prior to issuing a RMA number. Bitfinder may ask for additional information upon request. Issued RMA numbers remain valid for thirty days from issuance. Once an RMA number is obtained, your Device must be shipped freight prepaid; together with proof of purchase and all accessories, either its original packaging or packaging affording an equal degree of protection, to the Bitfinder authorized distribution facility identified by the CSR. Failure to return any of the accessories may result in a delay and/or result in a credit to Bitfinder or an invoice for the missing accessories.

In performing warranty service, Bitfinder may furnish replacement parts on an exchange basis and replaced parts will become the property of Bitfinder. Replacement parts provided by Bitfinder shall be new or refurbished and of comparable quality, and may be a different part that contains compatible features and functions. You will reimburse Bitfinder for the inspection, testing and repair of returned equipment determined by Bitfinder not to be defective or which falls under one of the warranty exclusions described below (as well as pay all shipping and handling charges). In all cases, Bitfinder’s determination as to whether or not the equipment is defective and covered by warranty will be final. Any replacement equipment will be warranted hereunder for remaining period of one (1) year from original purchase or with respect to pre-orders one (1) year from shipment of the pre-order.

Bitfinder reserves the right to change the method by which Bitfinder may provide warranty service to you, and your Device’s eligibility to receive a particular method of service.

Scope of and Limitation of Warranty. The warranty on this Device is limited to the repair or replacement of defective Devices as described in the Limited Warranty section above. This warranty does not cover customer training and education, installation, set up or adjustment, signal or reception problems.

The Device is not a medical device and has not been submitted for approval by the FDA and Bitfinder makes no medical claims regarding the Device.

This warranty does not cover damage (i) due to acts of God, other forces beyond our reasonable control, such as internet or power outages, wars, riots, terrorism, labor disputes, earthquakes, floods or other events of “force majeure,” accident, misuse, abuse, negligence, commercial use or modification of, or to any part of your Device; (ii) caused by any third party product, service or system, use of the Device for purposes other than for which the Device was designed or intended, abnormal physical or electrical stress, or use in improper environmental conditions, or use of the Device in violation of written instructions provided by Bitfinder (which may be provided at the time of purchase or on its website at http://support.getawair.com). This warranty does not cover defects due to normal wear and tear, scratches, nicks and dents or aging. This warranty does not cover damage due to improper repair, operation or maintenance or connections to improper voltage supply or, to the extent allowed by law, attempted repair by anyone other than a facility authorized by Bitfinder to service your Bitfinder Device. This warranty does not cover consumable parts (such as batteries). This warranty gives you specific legal rights, and you may also have other rights which vary from state to state (and jurisdiction to jurisdiction).

Wood is a natural product containing natural variations in color, tone, and graining. Bitfinder does not warrant against natural variations in color, mineral streaks, small knots, and grain variations from plank to plank. Nor does Bitfinder warrant against natural variations, color, gloss level, or U.V. discoloration between samples/ models and products. Any sample or model is for demonstrative purposes only, and such sample or model does not create a warranty of any kind that the goods you purchased shall conform thereto. Any warranties based on any such sample or models are specifically disclaimed.

In the usage of Awair Glow, Bitfinder does not warrant against usages outside of the following safety clauses:

1. When connecting a device to your Awair Glow, check that the power requirements are within the maximum allowed power ratings for your device. It is rated for 100~125VAC, 50/60Hz, 15A Max,1800W.
2. Awair Glow is designed to be used indoors in a dry location. Avoid liquid contact with the Awair Glow. Do not submerge the devices in liquid or attempt to clean them with liquids or solvents. To clean the device, disconnect from the power outlet and use a damp towel.
3. Awair Glow is designed for residential applications.
4. Do not insert any objects into the outlet openings or ventilation holes. Do not place any objects on top of the unit.
5. There should be at least 1-2 inch clearance if you are placing your Awair Glow behind any furniture.
6. Always plug your Awair Glow directly into your wall power outlet. Do not plug it into an extension cord, surge protector or any other power tap device.
7. Confirm that your Awair Glow is properly plugged in fully into your wall power outlet. Your device should sit as flush as possible with the wall outlet. If it seems loose, please contact an electrician.
8. Inspect the power outlet you intend to plug your Awair Glow into. If there is any damage or excessive wear on the outlet, please contact an electrician.
9. Do not disassemble or open Awair Glow. Disassembling and opening Awair Glow is very dangerous when it is connected to any power outlet. Disassembly of the device will void your warranty.

Disclaimer of Warranties. TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. BITFINDER DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, TO THE EXTENT PERMITTED BY LAW. IN SO FAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, BITFINDER LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THIS EXPRESS WARRANTY AND, AT BITFINDER’S OPTION, THE REPAIR OR REPLACEMENT SERVICES DESCRIBED ABOVE. SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.

Limitation of Damages. IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BITFINDER NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES
 OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO HEALTH CLAIMS, BUSINESS INTERRUPTION, LOSS OF REVENUES AND LOSS OF PROFITS. THE FOREGOING SHALL APPLY EVEN IF BITFINDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BITFINDER’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE PAID FOR THE DEVICE THAT CAUSED SUCH DAMAGE. CERTAIN STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Last Updated - 2/9/2017

Awair Partner Program Agreement Terms and Conditions

I. Partner Responsibilities

A. Marketing Activities

1. Partner shall bear all costs and expenses related to Partner's marketing or promotion of Awair.
2. In no event shall Partner engage in any email marketing or promotion with respect to Awair except as expressly set forth in the Partner Program Agreement, together with these Terms and Conditions (the “Agreement”). In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may make a written request to Awair to send emails regarding the offering of Awair to the individuals on the Opt-in List. In the event Awair approves such request, Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
3. Without limiting the generality of the foregoing, Partner shall (i) not send any email regarding Awair to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information at the top and bottom of any email regarding Awair or its products; and (iii) not imply that such emails are being sent on behalf of Awair.
4. A Partner shall not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Awair; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Awair; (iii) make any false, misleading or disparaging representations or statements with respect to Awair; (iv) copy, resemble or mirror the look and feel of Awair’s websites, Awair trademarks or products or otherwise misrepresent Partner’s affiliation with Awair; or (v) engage in any other practices which may adversely affect the credibility or reputation of Awair, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Awair or the Partner’s products, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party.

In addition to, and without limiting the provisions of the Agreement, Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

Partner shall promptly inform Awair of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Awair by any third party.

1. If the Partner is an individual, the Partner must be 18 years or older or at least the age of majority in the jurisdiction where the Partner resides.
2. To become a Partner, Partner must create a Partner Account by providing first name, last name and company name (if applicable), email address, and any other information indicated as required. Awair may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Awair will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Awair cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
3. If you sign up for a Partner Account on behalf of your employer, your employer shall be deemed to be the Partner for the purpose of the Agreement, and you represent and warrant that you have the authority to bind your employer to the Agreement. Each Partner is responsible for assuring that its employees, agents and subcontractors comply with the Agreement.
4. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
5. Other than the limited license to use the Awair trademarks pursuant to the Agreement, Partner shall not use the Awair trademarks and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs).

II. Fees and Payments

A. Revenue Sharing Plans

Subject to: (i) Partner’s compliance with the Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner shall be entitled to receive certain fees from Awair (the “Fees”).

1. Fees due to Partner will be reported and paid by Awair once per month and only following receipt of payment from the customer.
2. Awair distributes Fees owing to its Partners once per calendar month (a “Payment Period”). Where the Fees owing to Partner are greater than USD $25 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $25 at the end of any Payment Period, Awair shall be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are USD $25 or more.

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation.
2. Notwithstanding anything to the contrary in the Agreement, Awair shall not be responsible to pay any Fees:
   1. related to revenues that have been refunded to customer by Awair;

1. for a customer created or owned in whole or in part by a Partner;
2. related to fraudulent sales;
3. related to revenues that have been subject to chargebacks; or
4. to Partners who are employed by or who are contractors of Awair.

3. If any Fees paid by Awair are subsequently discovered to be subject to one or more of the exclusions set out in Section II.C.2, or to have been paid in error, Awair shall have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) set off the amounts described in Section II.C.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Awair, Partner shall pay to Awair the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
4. Awair reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email or posting a notice on the Awair blog. In the event of any disputes over Fees, Awair’s determination will be final and binding absent mathematical error.

III. Termination

1. Awair may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Partner. Partner may terminate the Agreement at any time, with or without cause, effective immediately upon notice to Awair.
2. Awair reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Awair will provide reasonable notice by email or posting a notice on the Awair blog.

Upon termination of the Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Awair documentation and marketing materials and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any Awair information and/or any Awair trademarks on any website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to receive any payments of Fees hereunder, unless otherwise determined by Awair in its sole discretion.

IV. Intellectual Property Rights

A. Awair Creative

1. All Awair Creative (product and marketing materials) will be solely created and provided by Awair unless otherwise agreed to by Awair in writing in advance. Awair will provide Partner with copies of or access to Awair Creative. By using the Awair Creative, you indicate your acceptance of our Awair Trademark Usage Guidelines and you understand that a violation of these guidelines or the Agreement will result in the termination of your license and/or permission to use the Awair Creative. The Awair Creative is provided “as is” and without warranty of any kind.
2. Partner may display Awair Creative on the Websites solely for the purpose of marketing and promoting the product and any Awair brands promoted by Awair during the term of the Agreement, or until such time as Awair may, upon reasonable prior notice, instruct Partner to cease displaying the Awair Creative. Partner may not alter, amend, adapt or translate the Awair Creative without Awair's prior written consent. Nothing contained in any Awair Creative shall in any way be deemed a representation or warranty of Awair. The Awair Creative shall at all times be the sole and exclusive property of Awair and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Awair to make changes or modifications to the Awair Creative.

 B. Awair Trademarks

During the term of the Agreement, Awair hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Awair Trademarks solely as necessary to perform Partner’s obligations under the Agreement. Partner acknowledges and agrees that: (a) it will use Awair’s Trademarks only as permitted hereunder; (b) it will use the Awair Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Awair in writing from time to time; (c) the Awair Trademarks are and shall remain the sole property of Awair; (d) nothing in the Agreement shall confer in Partner any right of ownership in the Awair Trademarks and all use thereof by Partner shall inure to the benefit of Awair; and (e) Partner shall not, now or in the future, contest the validity of any Awair Trademarks or use any term or mark confusingly similar to any Awair Trademarks.

C. Restrictions on Partner’s Use of the Awair Trademarks

Notwithstanding Section IV.B., Partners shall not use any Awair Trademark including but not limited to the word mark AWAIR or variations of the word “Awair” in Partner’s business name, logo, products or services unless granted express written permission by Awair in advance of such use.

D. Proprietary Rights of Awair

As between Partner and Awair, the Awair Creative, Awair Trademarks, all demographic and other information relating to customers, the Awair products, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Awair or otherwise related to the product, Awair Partner Program, Awair, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Awair Property”) shall be and remain the sole and exclusive property of Awair. To the extent, if any, that ownership of any Awair Property does not automatically vest in Awair by virtue of the Agreement, or otherwise, Partner hereby transfers and assigns to Awair, upon the creation thereof, all rights, title and interest Partner may have in and to such Awair Property, including the right to sue and recover for past, present and future violations thereof.  All of the information, property and intellectual property you have access to as a result of your participation in the Partner Program belongs entirely to Awair.

V. Confidentiality

1. “Confidential Information”shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, customer data, product designs, sales, costs, price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.
2. Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under the Agreement. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in the Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (a) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (b) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of the Agreement; or (c) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of the Agreement.

The Awair Trademarks, the Awair Creative are provided “as-is”. Awair makes no warranties hereunder, and Awair expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Awair further disclaims all representations and warranties, express or implied, that the Awair Trademarks or the Awair Creative do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction. Partner understands and agrees that the Awair Trademarks, the Awair Creative, and the Awair product may not satisfy all of Partner’s or customer’s requirements and may not be uninterrupted, error-free or free from harmful components and while Awair provides a limited warrant to customers, that warranty does not extend to Partner.

VII. Limitation of Liability and Indemnification

A. Limitation of Liability

Neither party shall have any liability for indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses even if the party has been advised of the possibility of such damages. In any event, either Party’s liability to the other Party under the Agreement for any reason will be limited to the Fees paid to Partner by Awair during the one (1) year period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts, other than with respect to confidentiality and misappropriation of intellectual property. The relationship between a customer and a Partner is strictly between the customer and the Partner, and Awair is not obligated to intervene in any dispute arising between the customer and the Partner. Under no circumstances shall Awair be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from the Partner’s relationship with any customer. These limitations shall apply even if Awair has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

B. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless Awair and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under the Agreement; (b) Partner’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Awair Entities granted by Partner to any customer or other third party; (d) Partner’s breach of any term of the Agreement; (e) Partner’s relationship with any customer.

C. Notice of Indemnification

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under the Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

D. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of Sections I, IV and/or V above, in addition to all other rights and remedies available to Awair under the Agreement and under applicable law, Awair shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate the Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by Awair in connection with such violation, in accordance with the provisions of this Section VII.

VIII. General provisions

A. Force Majeure

If the performance of any part of the Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to the Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

B. Independent Contractors

The Parties to the Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

C. Non-Exclusivity

Nothing in the Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to the Agreement. The Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under the Agreement by doing so.

D. Notice

Any notice, approval, request, authorization, direction or other communication under the Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to partnerships@getawair.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account, and for Awair to partnerships@getawair.com.

E. No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of the Agreement or to exercise any right under the Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

F. Entire Agreement

The Agreement, including any completed application form and all guidelines and other documents linked or otherwise reference herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of the Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of the Agreement (whether or not it would materially alter the Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

G. Assignment

All the terms and provisions of the Agreement shall be binding upon and inure to the benefit of the Parties to the Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Neither Party shall have the right to assign or otherwise transfer the Agreement, or any of its rights or obligations hereunder, to any third party without the other Party’s prior written consent.

H. Applicable Laws

The Agreement shall be governed by and interpreted in accordance with the laws of the State of California USA applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of San Francisco, California with respect to any dispute or claim arising out of or in connection with the Agreement.