Ecoscent UK Limited, its parent entities and its subsidiaries (collectively, “EcoScent”) provides or intends to provide in the future: (1) the EcoScent website located at www.ecoscent.co.uk, and all associated sites linked thereto (each a “Site” and collectively the “Sites”), (2) services accessible through the Sites (“Web Apps”), (3) software that may be downloaded to your smartphone or tablet to access services (“Mobile Apps”), and (4) subscription services, including services that can be accessed using the Web Apps and Mobile Apps (“Subscription Services”), all for use in conjunction with EcoScent products (“Products”) and in other ways that EcoScent provides. Some EcoScent Products and Services can be used together or in ways that integrate with products and services from third parties. The term “Services” means the Sites, Web Apps, Mobile Apps, and Subscription Services.
These Terms of Service (“Terms” or “Agreement”) govern your access to, and use of, the Products and Services. Please read these Terms carefully. The term “you”, as used in these Terms, means any person or entity who accesses or uses the Services or Products and any person or entity who creates an Account (as defined in Section 2(a) and accepts these Terms, including Owners, Authorised Users (as defined in Section 2(b), and the parents or guardians of Authorised Users, as applicable (as described in Section 1((b)(ii)). These Terms give you specific legal rights. In addition, you may also have other legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial, waiver of class action and waiver of punitive damages under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS THROUGH A SITE, OR BY ACCESSING AND USING THE SERVICES (INCLUDING THE SITES) OR PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. 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 THAT 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 PRODUCTS AND SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS AND CEASE ACCESSING OR USING THE PRODUCTS AND SERVICES. AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE SERVICES AND OF THE PRODUCTS CONNECTED TO THE SERVICES. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE PRODUCTS AND SERVICES. AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE PRODUCTS AND SERVICES, ESPECIALLY IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
1. Overview, Eligibility, Customer Service, Term and Termination
(a) Overview and Relation to Other Agreements. These Terms govern your use of the Products and Services and you are agreeing to accept and abide by them by using the Products and Services.
(b) Eligibility. (i) You may use the Products and Services only if you have the legal capacity to form a binding contract with EcoScent (except subject to the provisions of clause (1)(b)(ii) below), you accept these Terms through a Site or by accessing or using the Services or Products, 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 aged 18 and older are permitted to use EcoScent Products & Services. (ii) If you are an Authorised User, you represent and warrant that you are over the age of 13 (or equivalent minimum age in the jurisdiction where you reside), and in the event you are between the age of 13 (or equivalent minimum age in the jurisdiction where you reside) and the age of majority in the jurisdiction where you reside, that you will only use the Products and Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. Any use or access to the Products and Services by individuals under the age of 13 (or the equivalent minimum age in the jurisdiction where you reside) is strictly prohibited and is a violation of these Terms. The Products and Services are not available to any users previously prohibited from using the Products and Services supplied by EcoScent.
(c) Customer Service. If you have any questions or concerns regarding the Products, the Services or these Terms, please contact us. You understand and agree that customer service and any customer care and support offered and provided by EcoScent is not an emergency service or a lifesaving solution for people at risk in their place of business or otherwise. PLEASE DO NOT CONTACT EcoScent WITH ANY LIFE/SAFETY EMERGENCY, MEDICAL EMERGENCY, OR ANY OTHER EMERGENCY. IF YOU HAVE ANY SUCH EMERGENCY, YOU SHOULD IMMEDIATELY CONTACT THE POLICE, FIRE DEPARTMENT OR APPROPRIATE EMERGENCY RESPONSE SERVICE.
(d) Term and Termination. These Terms will remain in full force and effect as long as you continue to access or use the Services or Products, or until terminated in accordance with the provisions of these Terms. At any time, EcoScent may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if EcoScent, in good faith, believes that you have used the Services or Products in violation of these Terms, including any incorporated guidelines, terms or rules. If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates and the new owner will have no right to use the Product or Services under your Account (as described below) and will need to register for a separate Account with EcoScent and accept these Terms.
(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.
1.(a) Your Account. To use certain Products and Services, EcoScent will create a user account (“Account”). You represent and warrant that: (a) all required information that you submit is truthful and accurate;
1.(b) you will advise us of any inaccuracy of such information; and
1.(c) your use of the Products and Services will not violate any law or regulation. EcoScent is not liable for any loss or damage arising from your failure to comply with the above requirements.
3. Access to Services
(a) Access and Use. Subject to these Terms, EcoScent grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use the Services by (i) using the Web Apps in connection with, and solely for the purpose of, controlling and monitoring the Products you own or are Authorised to control and monitor or otherwise accessing a service explicitly provided by EcoScent for your use (the “Permitted Purpose”), (ii) installing and using the Mobile Apps solely on your own handheld mobile device (e.g., iPhone, iPad or Android smartphone) and solely for the Permitted Purpose, and (iii) accessing the Sites solely for the Permitted Purpose.
(b) Automatic Software Updates. EcoScent may, from time to time, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services and/or the Product Software (“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 Services and the Products. 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 Services and the Products and you agree to install any Updates that EcoScent provides promptly. Your continued use of the Services and the Products is your agreement – (i) to these Terms with respect to the Products and Services, and (ii) any change or updates that EcoScent may make to these Terms over time.
(d) Certain materials may be displayed or performed on the Services (including, but not limited to, text, graphics, articles, photographs, video, images and illustrations (“Content”)). You may also post feedback, comments, questions or other information on the Sites. You are solely responsible for all Content that you upload, post, email, transmit or otherwise disseminate using, or in connection with, the Services, or that you contribute in any manner to the Services; you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it; and you license to EcoScent all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. EcoScent reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.
(e) Certain Restrictions. 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 Services or Products; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Services or Products; (iii) you agree not to access the Services or Products in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Services or Products 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 communications network, computer, handheld mobile device, data, the Services, the Products, the Product Software or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorised access to the servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by EcoScent; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Services or Products. Any future release, update or other addition to functionality of the Services shall be subject to these Terms.
(f) Certain items of independent, third-party code may be included in the Web Apps and/or Mobile Apps that are subject to Public License. The Software is licensed under the terms of the license that accompanies such Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end-user license for such Software.
(h) Security. EcoScent cares about the integrity and security of your personal information. We endeavour to implement appropriate security measures. However, EcoScent cannot guarantee that unauthorised 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.
(i) Modification. EcoScent reserves the right, at any time, to modify, suspend or discontinue the Services or any part thereof with or without notice, except as otherwise governed in your agreement with EcoScent. You agree that EcoScent will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any part thereof, except as otherwise governed in your agreement with EcoScent.
(j) Access Outside Certain Countries. Although the Sites are accessible worldwide, the Products and Services provided or accessed through or on the Sites are not available to all persons or in all countries. If you choose to access the Sites from outside a country in which EcoScent supports the Product and Services listed here (“Target Country”), you do so on your own initiative and you are solely responsible for complying with applicable local laws wherever you may be when accessing the Sites. You understand and accept that the Sites are not designed for use in a non-Target Country and that some, or all, of the features of the Sites may not work or be appropriate for use in such a country. To the extent permissible by law, EcoScent accepts no responsibility or liability for any damage or loss caused by your access or use of the Sites or EcoScent Products in a non-Target Country. You will be bound by these Terms wherever you access or use the Sites or the Services.
4. Agreed Usage and Limitations of EcoScent Products and Services
(a) Intended Use of EcoScent Services. The Services are intended to be accessed and used for non-time-critical information and control of EcoScent Products. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond EcoScent’s control, including broadband and Wi-Fi intermittency, service provider uptime, mobile notifications and operators, among others. You acknowledge these limitations and agree that EcoScent is not responsible for any damages allegedly caused by the failure or delay of the Services.
(b) No Life Safety or Critical Uses of the Products and Services. You acknowledge and agree that the Products and Services, whether standing alone or when interfaced with Third-Party Products or Services, are not certified for emergency response.
(c) clause not in use
(d) clause not in use
(e) Reliability of Services. You acknowledge that the Services, including remote access and mobile notifications, are not error-free or 100% reliable and 100% available. Proper functioning of the Services may rely, among other things, the transmission of data through your wi-fi network, enabled wireless device (such as a phone or tablet) and broadband internet access, or mobile phone service, for which neither EcoScent nor any wireless or data carrier is responsible, and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, unavailability of radio frequency channels, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). You understand that Service Interruptions may result in the Services being unreliable or unavailable for the duration of the Service Interruption.
(f) Service Interruptions; no refund or rebate. The Services may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. Except as otherwise provided in your service agreement, you agree that you will not be entitled to any refund or rebate for such suspensions and you acknowledge that EcoScent does not offer any specific uptime guarantee for the Services.
(g) System Requirements. The Services will not be accessible without the specific components of the following list required to support the Services which you receive from EcoScent: (i) a working Wi-Fi network in your facility that is positioned to communicate reliably with the Products (not required for broadband-connected Products); (ii) an Account; (iii) an enabled and supported wireless device, such as a computer, phone or tablet (required for some features and functionalities of the Service); (iv) always-on broadband Internet access in your facility with bandwidth sufficient to support the Products you use; and (v) other system elements that may be specified by EcoScent. 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. If you modify, substitute, move, or otherwise change any of the required system elements, it is your sole duty and responsibility to be sure they are compatible and properly configured to work with the Products and Services. In addition, you acknowledge that EcoScent may activate Bluetooth on your smartphone or tablet, with or without prior notification, in order to facilitate proper operation of the Services, enable communication with EcoScent Products connected to the same EcoScent account and enable certain features.
(h) Mobile phone back-up in case of Wi-Fi Outage. In the event of any Service Interruptions to your facility’s Wi-Fi network or internet connection, the Services may be unreliable or unavailable for the duration of the Service Interruption. Features and functionalities of the Products and Services may be unavailable on you Mobile App for the duration of the Service Interruption. You may have an option of selecting a mobile phone connectivity to help improve connectivity in the event of any Service Interruption and decrease the likelihood of interruption of the Services and access to the various features and functionalities of your Products and Services on your Mobile App.
(i) EcoScent Usage Benefits. Unless explicitly promising a “guarantee”, EcoScent does not guarantee or promise any specific level of benefit, monetary or otherwise, from the use of the Products or Services or any feature thereof. Actual benefits vary depending on factors beyond EcoScent’s control or knowledge. From time to time, EcoScent may offer Services to provide you with information that is unique to you and your usage of the Products and Services. We do this to optimise your scenting experience based on our analysis and information about you and your business.
(j) The Services provide you with information (“Product Information”) regarding the Products you utilise and their connection with other products and services. All Product Information is provided “as is” and “as 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.
(k) All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom (or from whose account) such Content originated and EcoScent will not be liable for any errors or omissions in any Content. EcoScent cannot guarantee the identity of any other users with whom you may interact in the course of using the Services. In addition, we cannot guarantee the authenticity of any data that users or merchants may provide about themselves. 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. We cannot control and have 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.
(l) You warrant, represent and agree that you will not contribute any Content or otherwise use the Services or Products in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of EcoScent; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or program; (vi) jeopardises the security of your EcoScent Account or anyone else’s Account (such as allowing someone else to log into the Services as you); (vii) attempts, in any manner, to obtain or access the password, account, products, devices, systems, or other security information from any other user or third party; (viii) violates the security of any computer network or cracks any passwords or security encryption codes; (ix) runs 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); (x) copies or stores any significant portion of the Content; (xi) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; (xii) denigrates or disrupts any network capacity or functionality; or (xiii) engages in remote monitoring to provide professional medical care for any individual, including without limitation, in any health care and assisted living environment.
(m) Privacy and Data Protection Laws. Data protection and privacy laws where you live may impose certain responsibilities on you and your use of the Products and Services. For more information please view our Privacy Statement. It is your responsibility to check this website regularly for updates; to the extent applicable and possible, assist you with any individual rights requests or other compliance obligations; and to delete your data upon termination.
(n) Installation, test and use. Unless otherwise provided for in your agreement, it is your responsibility to install and use the Products and Services pursuant to the applicable manual and instructions. IF A PRODUCT IS NOT PROPERLY INSTALLED, OR IF A PRODUCT OR ANY OF ITS SERVICES ARE OUTSIDE THE DETECTION RANGE OR HINDERED OR OBSTRUCTED BY WALLS, FURNITURE, PERSONAL PROPERTY OR OTHER THINGS, YOU MAY EXPERIENCE DEGRADED PERFORMANCE OR FAILURES. Unless otherwise provided for in your agreement, it is your responsibility to test the Products once installed to be sure the Products (and any related services, components and peripherals) are functioning and communicating as intended and designed, and then regularly test and maintain the Products after installation.
(o) Check batteries or power source regularly. It is your responsibility to replace any batteries for the Products, or the power source, when necessary. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS MAY NOT FUNCTION OR PROPERLY FUNCTION IF BATTERIES NEED REPLACEMENT OR THE POWER SOURCE IS INTERRUPTED; PLEASE CHECK THEM REGULARLY.
(p) clause not in use
(q) Use only EcoScent Certified Third-Party Products or Services. The Products may use various open or commonly available standards or means to communicate and work with smart or connected devices that are also similarly used by other systems or services not manufactured by EcoScent, including Wi-Fi, Bluetooth, and IP devices. HOWEVER OTHER DEVICES AND RELATED SERVICES (“THIRD-PARTY PRODUCTS AND SERVICES”) THAT ARE NOT DESIGNATED BY ECOSCENT AS COMPATIBLE WITH THE PRODUCTS AND SERVICE MAY NOT WORK WITH THE PRODUCTS AND SERVICES, OR MAY HAVE LIMITED FEATURES OR FUNCTIONALITY, EVEN IF DESIGNED, SPECIFIED OR MARKETED TO OPERATE USING THE SAME OR SIMILAR STANDARDS OR MEANS OF COMMUNICATION. YOU AGREE ONLY TO USE THIRD-PARTY PRODUCTS AND SERVICES DESIGNATED BY ECOSCENT AS COMPATIBLE WITH THE PRODUCTS AND SERVICES. FURTHER, YOU AGREE THAT ECOSCENT IS NOT RESPONSIBLE FOR, AND YOU HEREBY RELEASE AND HOLD ECOSCENT HARMLESS FROM AND AGAINST, ALL LIABILITY AND DAMAGES, INJURIES OR LOSS OF LIFE ARISING FROM. RELATED TO, OR CAUSED BY, ANY ATTEMPT BY YOU TO CONNECT, OR YOUR CONNECTION AND USE OF, THIRD-PARTY PRODUCTS OR SERVICES THAT ARE NOT CERTIFIED BY ECOSCENT AS COMPATIBLE WITH THE PRODUCTS AND SERVICES.
5. Limitations of EcoScent Services Due to Third Parties
(a) General. EcoScent Services may rely on or inter-operate with third-party products and services. These third-party products and services are beyond EcoScent’s control, but their operation may impact on, or be impacted by, the use and reliability of the EcoScent Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third-party product vendors and service providers, (ii) these third-party products and services may not operate in a reliable manner 100% of the time and they may impact on the way that the EcoScent Services operate, and (iii) EcoScent is not responsible for damages and losses due to the operation of these third-party products and services.
(b) Third-Party Service Providers Used by EcoScent. You acknowledge that EcoScent uses third-party service providers to enable some aspects of the Services – such as, for example, data storage, mobile communications, synchronization and communication through hosted data and application services, and mobile device notifications through mobile operating system vendors and mobile operators. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE AND HOLD HARMLESS THIRD-PARTY SERVICE PROVIDERS FROM ALL LIABILITY, DAMAGES OR LOSSES OF ANY KIND OR SORT, PERSONAL INJURY OR LOSS OF LIFE ARISING FROM YOUR USE OF THE PRODUCTS AND SERVICES.
(d) App Stores. 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 Google Play Store from Google or the App Store from Apple (each an “App Store”). You acknowledge that these Terms are between you and EcoScent 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 such App Store terms and conditions, and your license to use the Mobile Apps is conditioned upon your compliance with such App Store terms and conditions. To the extent that 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.
(e) Third-Party Website Links and Referrals. The Sites may contain links to other websites operated by third parties (“Third-Party Sites”) and referrals to third-party vendors (“Referred Vendors”). Such Third-Party Sites and Referred Vendors are not under our control. EcoScent 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 or Referred Vendors. Your use of these Third-Party Sites is at your own risk.
(f) Authorised Users. EcoScent is not responsible for any Authorised User’s behaviour, or for any personal injury, death, property damage (including, without limitation, to your home), or other harm or losses arising from or relating to their use of the Services.
(g) Release Regarding Third Parties. EcoScent is not responsible for third parties or their products and services, including, without limitation, the App Stores, Third-Party Products and Services, Third-Party Sites, Referred Vendors, Equipment, ISP and Operators. EcoScent hereby disclaims, and you hereby discharge, waive and release EcoScent 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.
6. Ownership and Intellectual Property
(a) EcoScent Property. You acknowledge that all intellectual property rights, including, without limitation, copyrights, patents, trademarks and trade secrets, in the Product, Product Software and Services (i.e., the Sites, Web Apps and Mobile Apps) are owned by EcoScent or its affiliates or our licensors. Your possession, access to and use of the Product, Product Software and Services do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. EcoScent, 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) onto 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 website, without the written consent of EcoScent. 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, EcoScent 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) Feedback. You may choose to or EcoScent 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 EcoScent under any fiduciary or other obligation. EcoScent 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 EcoScent does not waive any rights to use similar or related ideas previously known to EcoScent, developed by its employees or obtained from other sources.
(c) User Submissions. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with providing you with the Services and as directed by you. You also hereby do and shall grant to each user of the Services a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt and translate any User Submissions submitted by you.
7. Indemnity For Third Party Actions
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD ECOSCENT AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “ECOSCENT PARTIES”) HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE ECOSCENT PARTIES ARISING FROM OR RELATING TO (A) YOUR USE AND EACH AUTHORISED USER’S USE OF THE PRODUCTS OR SERVICES; (B) YOUR OR YOUR AUTHORISED USERS’ VIOLATION OF THESE TERMS; (C) ANY USER SUBMISSIONS OR FEEDBACK YOU PROVIDE; OR (D) YOUR OR YOUR AUTHORISED USERS’ VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY (COLLECTIVELY, ”THIRD PARTY ACTIONS”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF THE ECOSCENT PARTIES’ LAWYERS FEES AND COSTS) INCURRED BY ANY OF THE ECOSCENT PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE ECOSCENT PARTIES, OR MADE BY ANY OF THE ECOSCENT PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE ECOSCENT PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD-PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE ECOSCENT PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE ECOSCENT PARTIES, OR GROSS NEGLIGENCE OF THE ECOSCENT PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, AMONG OTHERS, AN AUTHORISED USER, AN UNAUTHORISED USER, A SPOUSE, PARTNER, FAMILY MEMBER, GUEST, NEIGHBOUR, TENANT, EMPLOYEE OR INSURANCE COMPANY. EcoScent reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify EcoScent, and you agree to cooperate with our defence of such claims. You agree not to settle any such claim without EcoScent’s prior written consent. EcoScent will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
8. Warranty & Disclaimers
(a) THE WARRANTIES FOR THE PRODUCT AND PRODUCT SOFTWARE ARE FOR A TERM OF 12 MONTHS FROM THE DATE OF PURCHASE, FOR RENTALS THE WARRANTY IS FOR THE PERIOD OF RENTAL AND FOR EX RENTAL/DEMO PURCHASES THE WARRANTY IS 6 MONTHS. THE WARRANTY OFFERED WILL BECOME INVALID SHOULD ANY PART OF AN ISSUED INVOICE REMIAN UNPAID FOR MORE THAN 60 DAYS. THE WARRANTY WILL NOT BE REINSTATED.
(b) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND ECOSCENT, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY 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.
(c) ECOSCENT, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS 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 ECOSCENT OR THOUGH THE SERVICES, SHALL CREATE ANY WARRANTY.
(d) ECOSCENT DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE PRODUCTS OR SERVICES (INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY PRODUCTS AND SERVICES CONNECTED THROUGH THE WORKS WITH ECOSCENT PLATFORM), OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ECOSCENT WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.
(e) ECOSCENT MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND ECOSCENT WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. ECOSCENT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.
(f) THE SERVICES MAY PROVIDE YOU INFORMATION REGARDING YOUR PRODUCTS (“PRODUCT INFORMATION”) OR OTHER PERIPHERALS CONNECTED TO YOUR PRODUCTS (“PRODUCT PERIPHERALS”). THE TYPE OF PRODUCT PERIPHERALS THAT MAY BE CONNECTED TO YOUR PRODUCT MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”. ECOSCENT DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.
9. Other Disclaimers
(a) WHEN YOU INSTALL, SETUP OR USE THE PRODUCTS AND SERVICES YOU ARE GIVEN THE OPPORTUNITY TO CHANGE DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR PRODUCTS AND SERVICES AND ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE PRODUCTS AND SERVICES, AND SETTING OR CHANGING DEFAULTS.
(b) WARRANTY CLAIMS WILL BE INVALID IN THE EVENT OF:
(i) Product damage due to abuse, unauthorised alteration or modification, accident, fire, flood, lightning, rodents, insects, negligence or acts of God. Product installation by unqualified persons.
(ii) Product modification, disassembly or attempted repair by non EcoScent staff.
(iii) Product installation or storage in ‘abnormal’ conditions or locations, including but not limited to
those where: Ambient Temperatures are in excess of 60 Deg C. Installation in areas of excessive humidity.
(iv) Any product subjected to excessive mechanical stress, or physical damage.
(v) Chemical contamination or damage from salt laden air.Damage from use of pressure washers or other mechanical cleaners.
(vi) Improper use of ‘sanitising products’ and maintenance using improper or unapproved chemical compounds/solvents.
(vii) Unauthorised use of parts or accessories not manufactured by EcoScent in recommended by EcoScent.
(viii) Product/s having damaged serial number, cable or certificate labels.
(ix) Product/s, which have been installed more than once or have not been returned promptly and directly to EcoScent for fault diagnosis and testing.
(c) Clause not in use.
10. Waiver of Subrogation
You should protect against any risk of loss with the appropriate insurance coverage, and you are responsible for obtaining all insurance coverage you believe is necessary. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND THE APPLICABLE POLICY OR POLICIES OF INSURANCE YOU OBTAIN AND MAINTAIN, YOU RELEASE ECOSCENT AND ITS LICENSORS AND SUPPLIERS FROM ALL LIABILITY FOR ANY LOSS, OCCURRENCE, EVENT OR CONDITION COVERED BY YOUR INSURANCE.
11. Limitation of Liability
(a) Nothing in these Terms, and within this “Limitation of Liability” clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) ECOSCENT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF ECOSCENT KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) ECOSCENT’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES OR THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED TWO (2) TIMES THE FEES ACTUALLY PAID BY YOU TO ECOSCENT FOR THE SERVICES OR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). ECOSCENT DISCLAIMS ALL LIABILITY OF ANY KIND OF ECOSCENT’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL ECOSCENT BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 11 SHALL APPLY EVEN IF ECOSCENT IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF ECOSCENT OR GROSS NEGLIGENCE OF ECOSCENT IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.
(b) EcoScent will not be liable for:
i) Improper self-installation of the scent delivery system.
ii) Improper installation of fragrance oils.
iii) Any spillages of fragrance oils. Please take care when handling fragrance oils as any spillages may cause damage to fabric, flooring, surfaces, polished and painted areas.
12. Fees, Payment & Bespoke/Custom Orders
a) Certain Products & Services are provided for a fee. You shall pay all applicable fees in connection with the Products & Services selected by you in accordance with the terms presented at the time of any agreement between you and EcoScent.
b) All EcoScent products are designated as custom made or bespoke unless agreed in writing. Many of our products are made to order and bespoke/custom order are non-refundable.
c) Any eligible cancelled orders will incur a 25% restocking fee.
d) EcoScent will request payment for any damages caused to the scent system for failure to remove all fragrance oil from the scent system when it is being transported and/or failure to properly pack the scent system to avoid damages during transit.
(a) Changes to These Terms. EcoScent reserves the right to make changes to these Terms. You should ensure that you have read and agree with the most recent Terms when you use our Products & Services. Continued use of Products & Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the revised Terms. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD DISCONNECT YOUR PRODUCTS AND CEASE ACCESSING OR USING THE PRODUCTS & SERVICES.
(b) Governing Law. These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Products and Services shall be governed by the laws of the United Kingdom.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, EcoScent 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.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and EcoScent regarding the use of the Services and purchase of the Products. Any failure by EcoScent to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms 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. Neither party is an agent or partner of the other party.
(e) Survivability. The obligations in Sections 3(d) and (e), 4, 6, 7, 8, 9, 10, 11 and 13 will survive any expiration or termination of these Terms.
(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without EcoScent’s prior written consent. These Terms may be assigned by EcoScent without restriction. These Terms are binding upon any permitted assignee.
(g) Notifications. EcoScent 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 our website. EcoScent is not responsible for any automatic filtering that you or your network provider may apply to email notifications. EcoScent recommends adding @ecoscent.co.uk email addresses to your email address book as a trusted contact to help ensure that you receive email notifications from EcoScent.
a) EcoScent can arrange the install of your Scent Delivery System, installation is quoted and offered on the basis that the install takes no longer than 60 minutes for each unit. Any further time incurred will be chargeable on a pro rata hourly basis.
b) We reserve the right to make additional charges if, including, but not limited to, unforeseen installation complications, incorrect information provided when booking the install or delays providing access to the installer. A charge will be made if the installation cannot take place due improper access arrangements, cancelled appointments made less than 24 hours before the appointment time.
The installation is on the understanding that an operational standard power supply socket is made available within 1 metre of the scent unit. Any costs required to allow the install will be payable by the customer.
c) Installation appointments may be scheduled to take place during normal business hours Monday to Friday, subject to the availability of an Installer, we will not be held liable for any cancelled appointments by the Installer due to unforeseen circumstances.
d) You must ensure that you have all necessary consents before installation, including but not limited to the permission of a landlord where necessary or any permissions required where the property is part of a listed building. EcoScent and the Installer reserve the right to check all necessary permissions before carrying out any installation. Neither EcoScent nor the Installer shall be liable for your failure to obtain any necessary consent.
e) Before commencing installation, your Installer will check that the EcoScent Scent Delivery System is compatible for your requirements. In the unlikely event that the scent delivery system is incompatible, contact your place of purchase for return information.
f) Your installer will consult and agree with you on the best place for installation, once agreed, your installer will install the scent system.
g) The cost of installation includes the Installer connecting your scent delivery system to your HVAC/Air Flow. Once installed, the Installer will run tests to check that the scent system is correctly
installed and is working. The Installer will also give you an introduction to the product and a
demonstration of how it works.
14.8 Installation does not include any service that is not explicitly referred to in these Terms and
Conditions, including but not limited to the cost of running new wires required to install the scent
system. The Installer will confirm any additional service required prior to commencing that service and will agree to the cost for that service with you.
14.9 Following installation you might need to carry out minor redecoration, restore or repair areas close
to your scent delivery system at your own cost.
14.10 The installation will hold a warranty period of 12 months from the date of install. The full Terms and Conditions apply to installation in the United Kingdom only.
15. Force Majeure
a) If EcoScent is prevented from fulfilling its contractual obligations due to circumstances of force majeure including mobilization, warfare, acts of terrorism, riots, natural disasters, fire or other unpredictable circumstances beyond the control of EcoScent, for example strikes or lawful lockouts, operational or transportation disruptions, raw material shortages, virus and other attacks by third parties to the IT system of EcoScent insofar as such attacks occurred despite compliance with the usual care adopted for protective measures, and shortages in materials supplied by subcontractors, the agreed terms of delivery shall be extended by the duration of the delay plus an appropriate start-up period, however by no more than three months. The aforementioned circumstances shall also be deemed beyond the control of EcoScent if they occur in the course of a delay already occurring. EcoScent shall inform the Buyer of the beginning and the anticipated end of such events as swiftly as possible.
b) If the delay extends for a period of six weeks or longer, both parties shall have the right to withdraw from the agreement .