EULA Agreement

This is a legal agreement between you and Blade Filters Inc. (“Blade“) regarding your use of the Alvi™ app (“App“), which includes software for air filter life monitoring and air quality tracking, other related software, and all designs, text, graphics, images, logos, video, audio files, information, computer code, and other data or content that are provided on or accessed, utilized, or generated by the App. Upon installation or use of the App you agree to be bound by and comply with the terms of this End User License Agreement (this “EULA“). This EULA will be effective as of the date that you first install the App (“Effective Date“).

It is important that you carefully read and understand the terms and conditions of this EULA. BY INSTALLING OR USING THE APP, OR BY INDICATING YOUR ASSENT TO THIS EULA BY CLICKING “ACCEPT” OR ANY SIMILAR MECHANISM, YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, CLICK THE “NO” OR “CLOSE WINDOW” BUTTON AND DO NOT INSTALL OR USE THE APP.

Notice Regarding Dispute Resolution: This EULA contains provisions that govern how claims you and Blade have against each other are resolved (see Sections 12, 16-17, Section 22, and Section 26 below). It also contains an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against Blade to binding and final arbitration, unless you opt-out of the agreement to arbitrate in accordance with the provisions of Section 22(d). Unless you opt-out: (a) you will only be permitted to pursue claims against Blade on an individual basis, not as part of any class or representative action or proceeding and (b) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

1. Ownership. The App and the compilation (meaning the collection, arrangement, and assembly) of all data or content available on the App are the property of Blade its affiliates, and/or its licensors and may be protected under copyright, trademark, patent, and other laws or international treaty provisions. The App is licensed, and not sold, to you under this EULA. Except as specifically set forth herein, you have no ownership or other intellectual property or proprietary rights in the App or any content displayed thereon (“Content”). Except for the rights expressly set forth in this EULA, Blade retains all right, title, and interest in and to the App (including any changes, modifications, or corrections thereto) and the Content. You agree to take all reasonable steps to protect the App from unauthorized copying or use.
2. License. Subject to the terms and conditions of this EULA, Blade grants you a non-exclusive, non-transferable limited license (without right of sublicense) to download and install and use one copy of the App on your personal mobile device solely in machine executable object code form and solely for your personal use in monitoring the life of your Alvi™ Smart Air Filter and accessing air quality information. Blade reserves any rights not expressly granted herein. Any use of the App not specifically authorized under this EULA is prohibited. Blade has no responsibility whatsoever to furnish any maintenance and support services with respect to the App.
3. Restrictions. You may not copy, modify, adapt, translate into any language, combine the App with or incorporate the App in, any other program, distribute, or create derivative works based on the App without the prior written consent of Blade. You may not use any data mining, robots, scraping, or similar data gathering or extraction methods in connection with the App. You may not assign this EULA or any of the rights or licenses granted under this EULA or sublicense, resell, rent, lease, or lend the App to any person or entity. Any attempted sublicense, transfer, or assignment in violation of this EULA is void. You acknowledge that the App contains, relies on, or provides access to proprietary trade secrets of Blade. You agree not to decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct, identify, derive, gain access to, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms, or any part thereof, of the App by any means whatsoever (including, but not limited to, bypassing or breaching any security device or protection used for or contained in the App), except to the extent the foregoing restriction is prohibited by applicable law. You agree not to interfere or attempt to interfere with the proper working of the App or to violate or attempt to violate the security of the App. You may not use the App for the purposes of benchmarking or competitive analysis or for developing, using or providing a competing software product or service. You also agree that you will use the App only in a manner that complies with all applicable laws, regulations, and rules in the jurisdictions in which you use the App. You also may not attempt to interfere with, harm, steal from, scrape, or gain unauthorized access to the App or technology and equipment supporting the App. You may not access the App from a jurisdiction where it is illegal or unauthorized.
4. Your Account.
5. Securing Your Account. To use the App, you may be asked to create an account (the “Account”). You agree that any information you provide to the App or to Blade in connection with the App will at all times be true and accurate. You agree that you will not create an Account for anyone other than yourself without such other person’s permission. To access your account or the App, you may have login information, such as a username and password. As you will be responsible for all activity connected to your account and copy of the App, you agree to use reasonable efforts to prevent unauthorized access to or use of your Account or the App and preserve the confidentiality of your login credentials and any device that you use in connection with the App. If you have any reason to believe that your login information has been compromised, or that your Account or personal copy of the App have been accessed by a third party, you agree to immediately notify Blade by e-mail at info@bladeair.com.
6. Consent to Electronic Communication. You agree that Blade or its service providers may contact you using any contact information you provide to the App for customer service and administrative purposes. You agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the App. We may send any of these communications to you by text messages (i.e., SMS) at the mobile device number you provide us. We may send such text messages to you using autodialer technology. To withdraw your consent from receiving electronic notice, please email us using the info@bladeair.com. Additionally, an unsubscribe link will be provided in all electronic communication, which you may click on to withdraw your consent from receiving electronic notice.
7. Security Measures. The App may contain technological measures designed to prevent unauthorized or illegal use of the App. You acknowledge and agree that Blade may use these and other lawful measures to verify your compliance with the terms of this EULA and enforce Blade’s rights, including without limitation all intellectual property rights, in and to the App.
8. Suggestions. If you elect to provide or make available to Blade any suggestions, comments, ideas, improvements, or other feedback or materials related to the App or otherwise (collectively, “Suggestions“), Blade will be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner. You will be entitled to no compensation or credit for, nor gain any right, title or interest in or to, any Blade product that incorporated or otherwise is based on your Suggestions, including without limitation any upgrades or changes to the App.
9. User Content. You expressly grant, and you represent and warrant that you have all rights necessary to grant, Blade a royalty-free, fully paid-up, fully-sublicensable (through multiple tiers of sublicensees), fully-transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, distribute, modify, reproduce, publicly display, publicly perform and create derivative works of any information, data, materials, photographs, images, Suggestions, or content you provide to Blade or which Blade collects from you through the App or otherwise (“User Content“) for any purpose, including without limitation the purposes of (a) providing you access to certain App functionality, (b) developing, maintaining, supporting or improving the App, or (c) to provide you services in connection with your use of the App. For certainty, the foregoing applies to User Content which is aggregated and / or anonymized by Blade.
10. User Content Responsibilities. You are solely responsible for any User Content that you submit, post, or display using the App. You represent and warrant that: (a) you own all User Content or otherwise have the right to grant the rights and licenses set forth in this EULA; (b) Blade’s permitted use or exploitation of your User Content does not and will not violate, misappropriate or infringe on the rights of any third party, including without limitation privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (c) you agree to pay for all royalties, fees, and any other monies owed in connection with Blade’s permitted use or exploitation of User Content. You agree that Blade is not responsible for, and does not endorse, User Content. Blade does not have any obligation to prescreen, monitor, edit or remove any User Content. If your User Content violates this EULA, you will be responsible for that User Content. Except as set forth in the Privacy Policy (defined below), as between you and Blade, any User Content will be non-confidential and non-proprietary, and Blade will not be liable for any use or disclosure of User Content. You acknowledge and agree that your relationship with Blade is not a confidential, fiduciary, or other type of special relationship and that your decision to submit any User Content does not place Blade in a position that is any different from the position held by members of the general public, including without limitation with regard to your User Content.
11. Storage. The App may provide functionality through which you are able to store User Content or other information on the device on which you are using the App. Blade will have no liability whatsoever to you or any third party for any failure of the App to store any such information on such device.
12. Personal Information. By using the App, you agree to the collection, retention and processing of your personal information (including the location of your mobile device if you have granted the App permission to do so) by Blade as described in the Privacy Policy (“Privacy Policy”), a copy of which is available bladeair.com/privacy-policy/ including to the storage and processing of such personal information on computers located both inside and outside of the country in which you reside. Additionally, Blade and its representatives may collect, maintain, process and use diagnostic, technical, usage and related information that Blade may gather periodically to improve the performance of the App or develop updates to the App. See the Privacy Policy for additional information regarding Blade’s use of your personal information with regards to the App. You expressly consent to the practices disclosed in the Privacy Policy.
13. Revisions and Errata. The materials appearing on or available through the App and related services could include technical, typographical, or photographic errors. Blade does not warrant that any of the materials are accurate, complete, or current. Blade may make changes to the materials contained on or accessible through the App and related services at any time without notice. Blade does not, however, make any commitment to update the materials.
14. App is Not Medical Software and Blade Does Not Provide Medical Advice. YOU EXPRESSLY AGREE THAT THE APP DOES NOT PROVIDE MEDICAL ADVICE AND THAT THE APP IS NOT A MEANS FOR BLADED TO PROVIDE YOU MEDICAL ADVICE. THE CONTENT AND INFORMATION PRESENTED TO YOU THROUGH THE APP MAY NOT HAVE BEEN EVALUATED BY THE ANY GOVERNMENTAL OR QUASI GOVERNMENTAL ORGANIZATION AND IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (a) THE ADVICE OF YOUR DOCTOR OR OTHER HEALTHCARE PROVIDERS, (b) A VISIT, CALL OR CONSULTATION WITH YOUR DOCTOR OR OTHER HEALTHCARE PROVIDERS, OR (c) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL. IF YOU HAVE ANY HEALTH-RELATED QUESTIONS OR IF YOU HAVE AN EMERGENCY, PLEASE CONTACT YOUR DOCTOR OR OTHER HEALTHCARE PROVIDER PROMPTLY OR SEEK ASSISTANCE BY DIALING 911. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT OR INFORMATION PRESENTED TO YOU THROUGH THE APP, AND YOU SHOULD NOT USE THE APP FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. YOUR USE OF THE APP DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND BLADE.
15. No Use for Children Under 13. You hereby affirm that you are over the age of 13, as the App is not intended for children under 13. If you are under 13 years of age, then you may not use the App. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this EULA and to abide by and comply with this EULA.
16. Third Party Content and Functions. The App may link to or provide access to content, applications, or websites that are controlled and maintained by third parties. Blade is not responsible for and does not endorse any features, content, advertising, products, services, or other materials on or available through other websites or applications. Upon your request, the App may interact with and/or provide personal information to native functions/features of your device and/or third party applications (“External Functions“) over which Blade has no control. These External Functions may include the e-mail client, camera, geolocation functionality, calendar and contact functionality native to your mobile device. You assume all risk and Blade disclaims all liability arising from your use of such External Functions or any other third party content and / or functions.
17. Release and Indemnification. You agree to immediately notify Blade of and indemnify and hold harmless Blade, its affiliates, and each of their respective officers, directors, employees and agents from and against any claim or demand, including legal fees, due to or arising out of your use of the App, your violation of this EULA or failure to comply with any law, rule, or regulation,, your breach of any representation or warranty in this EULA or any allegation that User Content or other materials you submit to Blade infringe, misappropriate or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other right of any third party. You hereby expressly and irrevocably release and forever discharge Blade, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the App. Notwithstanding the foregoing, in no event shall Blade be liable under contract, tort, strict liability, negligence or other legal theory with respect to the App (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or (ii) to provide substitute goods or services (however arising).
18. Disclaimer of Warranty. THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO THE USE AND PERFORMANCE OF THE APP IS WITH YOU. SHOULD THE APP PROVE DEFECTIVE, BLADE DOES NOT HAVE ANY LIABILITY FOR THE SERVICING AND/OR REPAIR OF YOUR DEVICE, THE AIR HANDLING UNIT OR SYSTEM INCORPORATING YOUR ALVI FILTER, OR THE APP. BLADE HEREBY DISCLAIMS ALL WARRANTIES OR CONDITIONS WITH RESPECT TO THE APP, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. BLADE DOES NOT WARRANT THAT THE APP WILL MEET YOUR REQUIREMENTS IN ANY RESPECT, THAT THE OPERATION OR USE OF THE APP WILL BE UNINTERRUPTED OR ERROR FREE, THAT ERRORS IN THE APP CAN OR WILL BE CORRECTED, OR THAT SERVICES OR DATA DERIVED FROM USE OF THE APP OR CONTAINED WITHIN THE APP WILL BE ACCURATE, COMPLETE, TIMELY, OR RELIABLE. BLADE DOES NOT WARRANT THAT THE APP WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR ON ANY SPECIFIC DEVICE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE(S) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE APP. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO BLADE TO GRANT THE LICENSE CONTAINED IN THIS EULA AND TO PROVIDE YOU WITH ACCESS TO THE BLADE. BLADE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OR SERVERS OR E-MAILS SENT BY OR ON BEHALF OF BLADE ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, BLADE DOES NOT GUARANTEE THAT ALL COMMUNICATIONS BETWEEN YOU AND BLADE, OR BETWEEN YOU AND ANY OTHER USER OF THE APP, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.
19. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BLADE, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST OR DAMAGED DATA IN CONNECTION WITH OR ARISING OUT OF THIS EULA OR OTHERWISE, EVEN IF BLADE, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF BLADE, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS UNDER THIS EULA FOR ANY CAUSE OF ACTION OR REASON WHATSOEVER SHALL NOT EXCEED $100. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY OF ANY KIND.
20. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers, limitations and exclusions may not apply to you. To the extent that Blade may not, as a matter of applicable law, disclaim any warranty or limit or exclude any liability, the scope and duration of such warranty and the extent of Blade’s liability shall be the minimum permitted under such applicable law.
21. Your Responsibilities. You are solely responsible for your interactions with other users of the App, as well as with any other entity which advertises on or provides services through the App. You are responsible for obtaining and maintaining all computer hardware, internet connection, and other equipment, software, or services needed for access to and use of the App and all charges related thereto. We will not be liable for any damages to your equipment or for any data or other charges from third parties resulting from your use of the App.
22. Termination. This EULA is effective upon the Effective Date and shall continue until it is terminated. You may terminate this EULA at any time by destroying all copies of the App in your possession or under your control and by ceasing to use the App. You may also terminate your use of the App by deleting your profile from within the App itself, provided, however, that if you subsequently use the App, you will be deemed to have agreed to the provisions of the EULA in place at such time. Blade may immediately terminate this EULA, and/or your access to and use of the App, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. Blade reserves the right to refuse to provide the App to you in the future. This EULA will automatically terminate upon your violation of any of the terms of this EULA. Upon termination of this EULA, all license rights granted to you shall immediately terminate and you must cease all use of the App. However, all other provisions of the EULA shall survive such termination.
23. Export Laws. You acknowledge that the laws, rules and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, respectively. You agree that you will not export or re-export the App in any form in violation of the laws of the United States, or any foreign jurisdiction. You represent and warrant that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
24. U.S. Government End Users. The App is a “Commercial Item,” as that term is defined at 48 C.F.R. § 12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, and, if applicable, the App is being licensed to U.S. Government end users (i) only as a “Commercial Item,” and (ii) only with those rights as are granted to all other end users pursuant to the terms and conditions herein.
25. Dispute Resolution.
26. Arbitration. The parties shall use their best efforts to settle any dispute, claim, question or disagreement directly through good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to Blade’s intellectual property rights, or if you opt out of this agreement to arbitrate, all claims arising out of or relating to this EULA and your use of the App shall be finally settled by binding arbitration in accordance with the provisions of the Arbitration Act (1991) (Ontario), excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this EULA, including without limitation any claim that all or any part of this EULA is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this EULA. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Blade will pay the additional cost. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Blade is a party to the proceeding. The parties understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.
27. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class action waiver set forth in this Section 22(b) is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
28. Litigation of Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
29. Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth in this Section 22 by sending written notice of your decision to opt out to info@bladeair.com. The notice must be sent within thirty (30) days following the Effective Date; otherwise, you shall be bound to arbitrate disputes in accordance with this EULA. If you opt out of these arbitration provisions, Blade also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, Blade may terminate your use of the App.
30. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your relationship with Blade and this EULA must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
31. Changes to the EULA. Blade reserves the right to change or modify portions of this EULA at any time. If Blade does so, Blade will indicate at the top of the page the date this EULA was last revised. Blade will also notify you of any material changes in an email directed to the e-mail address which you have provided to Blade. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the App or changes made for legal reasons may become effective immediately. Your continued use of the App after any such changes or modifications become effective constitutes acceptance of such changes or modifications. If you do not agree to abide by these or any future EULA, do not use or access (or continue to use or access) the App.
32. Changes to the App. Blade may choose to provide updates to the App, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”), from time to time in its sole discretion. Updates may also modify or delete in their entirety certain features and functionality of the App. You acknowledge and agree that Blade has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Blade does not represent or warrant that any future Updates to the App will be compatible with any hardware or software versions or applications (including any future versions or updates of your mobile device or its operating system). Based on your mobile device settings, when your device is connected to the internet, either the App will automatically download and install all available Updates, or you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to the version of this EULA which is applicable as of the time you download (whether automatically or manually) or use any such Update to the App.
33. Use of App in Accordance with Instructions. You agree to use the App at all times in accordance with the instructions, rules, and regulations communicated to you by Blade from time to time or as otherwise set forth in this EULA.
34. Access to the App and Wireless Carrier Charges. You acknowledge and agree that using the App may require access to the internet via your wireless carrier, internet service provider or other method of internet access, and that access to the App may not be available if you do not have an internet connection or for other reasons. You acknowledge and agree that by using the internet to use the App, you may incur charges from your wireless carrier, internet service provider or other method of internet access, depending upon your contract or plan with your provider. You acknowledge that payment of any such charges will be your sole responsibility. You agree that your use of the App will be in accordance with all requirements of your wireless carrier, internet service provider or other method of internet access.
35. Force Majeure. Blade shall not be liable for delays in or for failures to perform hereunder due to causes: (i) beyond our reasonable control; (ii) that could not reasonably have been foreseen by Blade at the time of the effective date of the services; and (iii) the effects of which could not have been commercially reasonably avoided or overcome by Blade, where such causes include acts of God, acts or omissions of you or a third party, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or power outages, pandemics or epidemics, public health emergencies, climate change, flood, earthquakes, riot, or war.
36. Confidentiality. Confidential information (the “Confidential Information“) means (i) with respect to Blade, any proprietary information contained in or made available through the App that is not generally known to the public or otherwise explicitly marked as being confidential (or any variation of such term) or being subject to the copyright of such party, marked in red text, or otherwise classified by the Provider as confidential; (ii) information communicated directly in confidence; or (iii) information that would otherwise, by its nature, reasonably be expected to be viewed as proprietary or confidential by the party disclosing it, whether in tangible or intangible form, in whatever medium provided or accessed, whether unmodified or modified by the you, whenever and however disclosed. For greater certainty, (i) all credentials you use to access the App; and (ii) all of the Blade’s intellectual property which is not made public by Blade is considered to be Confidential Information hereunder. Each Party (the “Receiving Party”) agrees that it will not disclose, divulge, reveal, report or use, for any purpose other than to carry out the intent of this Agreement, any Confidential Information which the Receiving Party has obtained, except as authorized by the disclosing party or as required by law. Notwithstanding anything contained herein to the contrary, any usage of data described in the Privacy Policy in effect from time to time shall be deemed to have been consented to by you hereunder.
37. Miscellaneous. Any notice given by you to hereunder must be sent by e-mail. This Agreement, including the Privacy Policy incorporated by reference, is the entire agreement between you and Blade with respect to the App, and supersedes any previous oral or written communications or documents (including without limitation, if you are obtaining an update, any agreement that may have been included with an earlier version of the App) concerning, the subject matter of this EULA. Subject to Section 22, the EULA is governed by the laws of the Province of Ontario, Canada without regard to conflicts of laws principles. Subject to Section 22, you agree that any dispute arising from or relating to this EULA shall be brought exclusively in a court of competent jurisdiction, federal or provincial, located within the Province of Ontario and in no other jurisdiction, and you hereby consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. This EULA will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. In the event any provision of this EULA is found to be invalid or unenforceable, it will be enforced to the extent permissible, and the remainder of this EULA will remain in full force and effect. Failure by Blade to prosecute any right with respect to a default hereunder will not constitute a waiver by Blade of the right to enforce rights with respect to the same or any other breach. This EULA is between you and Blade; there are no third-party beneficiaries other than those specified in this EULA. You are responsible for compliance with all applicable laws, rules, and regulations. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this EULA. Legal notices to you will be directed to the e-mail address which you have provided to Blade. Notice to you shall be deemed to be received by you 24 hours after the e mail is sent unless we receive notification that the e-mail has not been delivered. Any heading, caption or section title contained in this EULA is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
38. iOS Device Provision. If you are using the App on a mobile device that runs on iOS, you acknowledge and agree that (i) this EULA is concluded between you and Blade, and not Apple, Inc. (“Apple“); (ii) Blade, and not Apple, is solely responsible for the App; (iii) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the App; (iv) in the event of any failure of the App to conform to any applicable warranty, you may notify Apple and where applicable Apple will refund the purchase price you paid for the App (if any); (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App; (vi) Apple is not responsible for any claims that you have arising out of your use of the App; (vii) Apple will have no responsibility whatsoever for the investigation, defense, settlement or discharge of any third-party claim that the App infringes that third party’s intellectual property rights; and (viii) Apple and its subsidiaries are third party beneficiaries of this EULA and, upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary.
39. Google Play Provision. If you downloaded the App from Google Play or a successor mobile application marketplace, you agree that Google, Inc. will have no responsibility to undertake or handle support and maintenance of the App or any complaints about the App.
40. Feedback and Notices. All notices or other correspondence to Kickback under these Terms must be sent to the following electronic mail address for such purpose: info@bladeair.com