Ecovacs Robotics Website User Terms & Conditions
Effective date: January 23nd , 2024
THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) GOVERN YOUR USE OF THIS WEBSITE www.ecovacs.com/us (THE “WEBSITE”). BY USING THIS WEBSITE, YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DISAGREE WITH THESE TERMS AND CONDITIONS OR ANY PART OF THESE TERMS AND CONDITIONS, YOU MUST NOT USE THIS WEBSITE. BY SIGNING UP FOR AN ACCOUNT WITH US OR PLACING AN ORDER, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE SECTION ON DISPUTE RESOLUTION BY BINDING ARBITRATION. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO PLACES AN ORDER, SIGNS UP FOR AN ACCOUNT OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS AND CONDITIONS ON YOUR BEHALF.
This Website is made available by Ecovacs Robotics, Inc. (“Ecovacs Robotics”), a Delaware corporation, and all references herein to “We”, “Our”, “Us” refer exclusively to Ecovacs Robotics and its subsidiaries and affiliates. All references herein to “You” and “Your” refer to any user of this Website.
CHANGES TO OUR TERMS AND CONDITIONS
These Terms and Conditions may be updated from time to time. You should check this Website regularly for updates to these Terms and Conditions. Each time you order, access or use any of the Services or Website, you signify your acceptance and agreement, without limitation or qualification, to be bound by the then current Terms and Conditions. Modifications take effect as soon as they are posted to this Website, delivered to you, or reasonably made available to you in writing by Ecovacs Robotics. However, no amendment will retroactively modify the parties' agreed-to dispute resolution provisions of these Terms and Conditions for then-pending disputes, unless the parties expressly agree otherwise in writing.
LICENSE
We provide You a personal, revocable, limited, non-exclusive, royalty-free, nontransferable license to use this Website conditioned on Your continued compliance with these Terms and Conditions. Notwithstanding the foregoing license grant, You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any item or other content on this Website. Without limiting the foregoing, You may print and download information from this Website solely for Your personal use, provided that all hard copies contain all copyright and other such notices contained in such information. You expressly acknowledge and agree that We transfer no ownership or intellectual property interest or title in and to the Website or its content to You or anyone else.
ACCESSING THIS WEBSITE AND RESTRICTIONS
Parts of this Website or some resources it offers will only be available to You if You have an account with Us. To register and open an account with Us, You may be asked to provide certain, sometimes personal information. It is a condition of Your use of this Website that all the information You provide on this Website is correct, current, and complete.
You must not use this Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Website without Our express written consent.
You must not use this website to transmit or send unsolicited commercial communications.
You must not use this website for any purposes related to marketing without Our express written consent.
We administer this Website from our office in California, United States. We make no representation that this Website is appropriate or available outside the United States. Access of this Website from outside the United States is done at Your own initiation and You are responsible for compliance with applicable laws.
UNAUTHORIZED USE AND LIMITATIONS
This Website is not intended for use by children, especially children under age thirteen (13). By accessing or using this Website, You represent and warrant that You are at least eighteen (18) years of age or older, or that You have the express permission of a parent or legal guardian to access or use this Website, and Your parent or legal guardian agrees to be bound by these terms on Your behalf. You acknowledge and agree that use of the Internet and access to this Website is solely at Your own risk. While We have endeavored to create a secure and reliable Website, You should understand that the confidentiality of any communication or material transmitted to/from the Website over the Internet or other form of global communication network cannot be guaranteed. Accordingly, We are not responsible for the security of any information transmitted to or from this Website.
COPYRIGHTS, TRADEMARKS, AND OTHER PROPRIETARY RIGHTS
When accessing this Website, You agree to comply with applicable laws and to respect the intellectual property rights of others. You agree that You are responsible for any violations of any relevant laws and for any infringement of third-party rights caused by any User Content (defined below) that You provide or transmit to Us.
All content on this Website, including text, hidden text within Our source code, software, trademarks, logos, photos, video, images, graphics, music, sound, or any other digital media, is subject to protection by patent, copyright, trademark, and/or other proprietary rights.
All trademarks, trade names, trade dress, logos, and service marks (collectively, the “Trademarks”) appearing on this Website are the property of their respective owners, including, in some instances, Us and/or Our partner companies. Except as expressly provided in these Terms and Conditions, nothing contained on this Website or these Terms and Conditions serves to grant You, by implication or otherwise, a license or right to use any of the Trademarks or copyrights owned by Us or by any third party.
You may print or have printed by any third party any downloadable material contained on this Website provided that: (a) the material is solely for non-commercial and personal use; (b) no copyright, author attribution, trademark, legend, or other proprietary notice is removed from the material; and (c) the material is not altered in any manner. Except as expressly provided herein, You may not modify, create derivative works, copy, redistribute, publish, transmit, display, or in any way exploit any content or material from this Website without express written permission from Us and, if applicable, the respective copyright owner. You acknowledge that You do not acquire any ownership rights by downloading or printing copyrighted materials.
MONITORING; COPYRIGHT COMPLAINTS
You agree that we have the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in Our sole discretion, any material and content anywhere on this Website. Notwithstanding this right, we do not and cannot review all materials submitted to this Website. If notified, we may investigate an allegation that content transmitted to Us is in violation of these Terms and Conditions and determine whether to have the communication removed. However, we are under no obligation to remove content and assume no responsibility or liability arising from or relating to any actions or content transmitted by or between You or any third party within or outside of this Website, including, but not limited to, any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained therein.
Digital Millennium Copyright Act
We may, in appropriate circumstances and at Our sole discretion, terminate the access of users who infringe or otherwise violate the rights of others. If You believe that Your work has been copied and is accessible on this Website in a way that constitutes copyright infringement, You may notify Us by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. sec. 512):
- A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at this Website are covered by a single notification, a representative list of such works at this Website;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material;
- Information reasonably sufficient to permit Us to contact You, such as Your name, address, telephone number, and if available, an e-mail address;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by You, Your agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
WEBSITE UPDATES
We do not guarantee that the Website or any part of it will be available or accessible all the time. From time to time, We may restrict access to all or some of this Website. We have no obligation to update, amend, or clarify information on this Website, except as required by law. No specified update or refresh date applied on this Website should be taken to indicate that all information on the Website has been modified or updated. Please remember when reviewing information on this Website that such information may not represent the complete information available on a subject. In addition, subsequent events or changes in circumstances may cause existing information on this Website to become inaccurate or incomplete.
On occasion, information on this Website may contain errors, including, without limitation, typographical errors, inaccuracies, or omissions related to special offers, product availability, product promotion, and product descriptions. We reserve the right to, at any time without prior notice, correct any errors, inaccuracies, or omissions, and to change or update information if any information on the Website is inaccurate.
DISCLAIMER OF WARRANTIES
THIS WEBSITE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. WE MAKE NO REPRESENTATIONS OR WARRANTIES IN RELATION TO THIS WEBSITE OR THE INFORMATION AND MATERIALS PROVIDED ON THIS WEBSITE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS.
NOTHING ON THIS WEBSITE CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR ANY OTHER MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
THE INFORMATION AND MATERIALS PROVIDED ON OR THROUGH THIS WEBSITE MAY BE OUT OF DATE, MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS, AND NEITHER WE, NOR ANY OF OUR RESPECTIVE AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION OR MATERIALS. OUR PRODUCTS DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF SUCH INFORMATION AND MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE.
ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THIS WEBSITE ARE SUBJECT ONLY TO ANY WARRANTIES APPLICABLE TO SUCH PRODUCTS OR SERVICES PROVIDED BY US OR BY THIRD PARTY MANUFACTURES, DISTRIBUTORS AND SUPPLIERS, IF ANY. OTHER THAN THE WARRANTIES EXPRESSLY PROVIDED BY US OR BY SUCH THIRD PARTIES (IF ANY), TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS WEBSITE.
LIMITATIONS OF LIABILITY
We do not assume any responsibility, and We will not be liable, for any damages to, or any viruses that may infect, Your computer, telecommunication equipment, or other property caused by or arising from Your access to, use of, or browsing this Website, or Your downloading of any information or materials from this Website. IN NO EVENT WILL WE, OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THIS WEBSITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL ECONOMIC DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THIS WEBSITE, ANY WEBSITE LINKED TO THIS WEBSITE, OR THE INFORMATION OR MATERIALS CONTAINED ON ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO PERSONAL INJURY CLAIMS OR CLAIMS FOR CONSUMER FRAUD.
IN THE EVENT OF ANY PROBLEM WITH YOUR USE OF THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEBSITE.
TERMINATION
You or We may suspend or terminate Your account or Your use of this Website at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through Your account prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of this Website at any time without notice.
USER CONTENT
We may occasionally allow users to this Website to post content of any creative materials, including creative suggestions, ideas, notes, drawings, photographs, concepts, or other information or communications, including any data, questions, comments, suggestions, or the like (collectively “User Content”). By posting User Content, You agree that You will not upload, post, or otherwise transmit any content (including text, links, communications, software, images, sounds, data, or other information) that:
· is not consistent with the permissible uses outlined by these Terms and Conditions, including, but not limited to, content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, vulgar, profane, sexually explicit, obscene, racially or ethnically offensive or otherwise objectionable;
· infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
· constitutes commercial solicitation, political campaigning, or advertising or promotion, or any other form of unauthorized solicitation. Links that connect to commercial websites will not be considered unauthorized solicitations unless the link or the website content appears to be intended as means of solicitation as determined by Us in Our sole discretion;
· contains software viruses, Trojan horses, worms, time bombs, cancelbots or any other computer code or files that are designed to disrupt, damage, or limit the functioning of any software or hardware;
· provides any non-public information about Us or any other company or person without the proper authorization to do so. This includes providing the names, addresses and extension numbers of employees of Us and other Website users;
· intentionally interferes with the operation of this Website, without limitation, mail or "post" bombing, news bombing, other flooding techniques, deliberate attempts to overload a system and broadcast attacks, or attempts to avoid messaging blocking;
· impersonates any person or entity, including an employee of Us, or otherwise misrepresents the origin of content;
· attacks or insults another website user or website manager;
· suggests or encourages illegal activity; or
· is deemed inappropriate by Us in our sole discretion.
If You do post content or submit material, and unless We indicate otherwise, You grant Us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Us and our sublicensees the right to use the name that You submit in connection with such content. You represent and warrant that You own or otherwise control all of the rights to the content that You post; that the content is true and accurate; that use of the content You supply does not violate this policy and will not cause injury to any person or entity; and that You will indemnify Us for all claims resulting from content You supply Us. We take no responsibility and assumes no liability for any content posted by You or any third party.
We may, but has no obligation to, monitor, review, or edit User Content. In all cases, We reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Our sole discretion, violates the Terms and Conditions. We may take these actions without prior notification to You or any third party. Removal or disabling of access to User Content shall be at Our sole discretion, and We do not promise to remove or disable access to any specific User Content.
User Content excludes personal information, such as Your name, e-mail address, physical address, phone number(s), and credit card information that You may provide to Us. Personal information is subject to Our Privacy Policy, which is expressly incorporated into these Terms and Conditions by this reference.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Us and Our members, managers, officers, directors, employees, consultants, agents, licensors, retailers, and suppliers from and against all claims (whether or not such claims are merely alleged or otherwise), losses, expenses, damages, and costs, including, but not limited to, reasonable attorneys’ fees, arising from or in connection with any violation of these Terms and Conditions or any activity (including negligent or wrongful conduct) by You or any other person accessing this Website using Your account. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You at Your expense, and You shall not in any event settle or otherwise dispose of any matter without Our prior written consent.
LINKS TO OTHER WEBSITES
We may provide links, in Our sole discretion, to other websites on the Internet for Your convenience in locating or accessing related information, products, and services. These websites have not necessarily been reviewed by Us and are maintained by third parties over which We exercise no control. Accordingly, We expressly disclaims any responsibility for the content, materials, or accuracy of the information and/or quality of the products or services provided by, available through, or advertised on these third-party websites. These Terms and Conditions and Our Privacy Policy do not apply to Your interactions with third party websites.
DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT” OR THE “AGREEMENT”) CAREFULLY – IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. ARBITRATION IS A WAIVER OF THE RIGHT TO BRING SUIT IN COURT. THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
WE AGREE THAT ANY DISPUTE THAT IS NOT RESOLVED BY AN INFORMAL DISPUTE RESOLUTION CONFERENCE (AS DEFINED AND DESCRIBED BELOW) SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) PURSUANT TO THE AAA ARBITRATION RULES, RATHER THAN IN A COURT, AS DESCRIBED HEREIN.
YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
A. Definitions
For purposes of this Arbitration Agreement, the following terms mean:
1. “You” and “your” mean a Customer.
2. “Customer” means an individual that that browsed or accessed the Website, created an account with Ecovacs Robotics, purchased goods or services from Ecovacs Robotics, enrolled or registered with the Website, and/or are accessing or using a Service.
3. “Ecovacs Robotics” means Ecovacs Robotics, Inc., its predecessors in interest, successors and assigns, affiliates, agents, employees, and any of its third party service providers who Ecovacs Robotics uses in connection with the provision of the Services to you.
4. “We” "us," “our,” and the “parties” mean Customer and Ecovacs Robotics.
5. “Website” means and refers to www.ecovacs.com/us
6. “Services” means any product or service provided under this Agreement or through the Website.
7. “Dispute” means any legal claim or controversy arising out of, or relating to, this Agreement or the use of our Services or Website including, but not limited to, claims related to billing or services, as well as any claim or controversy regarding the applicability, enforceability or validity of any provision of this Agreement. For purposes of this Arbitration Agreement, the term “Dispute” includes claims or controversies that arose or involve facts occurring before the existence of this or any prior versions of this Agreement, claims that are currently the subject of purported class action litigation in which you are not a member of a certified class, as well as claims and controversies that may arise after the termination of this Agreement.
8. “Mass Arbitration” means 25 or more arbitration demands that: (i) are filed within 180 days of each other, (ii) allege similar or identical claims or causes of action, and (iii) either (a) the parties to those arbitration demands seek to simultaneously or collectively administer and/or arbitrate together, or (b) are filed by the same counsel or in coordination with each other.
B. Notice of Dispute
Before the parties may commence arbitration of a dispute, we must provide a written a notice of dispute (“Notice of Dispute”) as follows:
1. Customer Disputes.
For a dispute initiated by you, the Notice of Dispute must include the following information: Your name, residence address, username (if applicable) and email address associated with your account (if applicable), a detailed description of the dispute, the specific relief you seek, and the grounds therefor. The Notice of Dispute must be mailed to Ecovacs Robotics by certified mail return receipt requested to 1500 Fashion Island Blvd. Suite 201, San Mateo, CA, ATTN: Dispute Notice. A Notice of Dispute shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Dispute by any other Customer.
2. Ecovacs Robotics Disputes.
For a dispute initiated by Ecovacs Robotics, the Notice of Dispute must include the following information: Your name, a detailed description of the dispute, the specific relief sought, and the grounds therefor. The Notice of Dispute must be mailed to you by certified mail return receipt requested to the mailing address on file and, if available, also emailed to your e-mail address associated with your account. A Notice of Dispute shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Dispute regarding any other Customer.
C. Pre-Arbitration Informal Dispute Resolution Conference Requirements
Before we may commence arbitration of a dispute, we agree to meet and confer by telephone or by videoconference in a good faith effort to resolve informally the dispute (the “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Informal Dispute Resolution Conference, but you must also personally participate in the Informal Dispute Resolution Conference.
The party initiating the dispute agrees to provide a notice of intent to initiate the Informal Dispute Resolution Conference (“Notice of Conference”) as follows:
1. Customer Disputes.
For a dispute initiated by you, the Notice of Conference must include the following information: Your name, telephone number, mailing address, e‐mail address associated with your account (if you have one), the name, telephone number, mailing address, and e‐mail address of your counsel (if any), and whether you intend to have the conference by telephone or by videoconference. The Notice of Conference must be mailed to Ecovacs Robotics by certified mail return receipt requested to 1500 Fashion Island Blvd. Suite 201, San Mateo, CA, ATTN: Notice of Conference. A Notice of Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Conference by any other Customer. A Customer may, but is not required to, combine in one mailing a Notice of Dispute and a Notice of Conference.
2. Ecovacs Robotics Disputes.
For a dispute initiated by Ecovacs Robotics, the Notice of Conference must include the following information: Your name, a detailed description of the dispute, the specific relief sought, and whether the conference shall proceed by telephone or by videoconference. The Notice of Conference must be mailed to you by certified mail return receipt requested to the mailing address on file and, if available, also emailed to your e-mail address associated with your account. A Notice of Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Conference regarding any other Customer. Ecovacs Robotics may, but is not required to, combine in one mailing and, if available, e-mail, a Notice of Dispute and a Notice of Conference.
Whether initiated by you or Ecovacs Robotics, the Informal Dispute Resolution Conference shall occur within 45 days after the other party receives the Notice of Conference, unless an extension is mutually agreed upon by the parties. Unless all parties agree in writing, the Informal Dispute Resolution Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with an Informal Dispute Resolution Conference regarding any other Customer. This is so, even if the same law firm or group of law firms represents multiple Customers with similar disputes.
D. Arbitration
1. Conditions Precedent. The sending of a Notice of Dispute and the completion of an Informal Dispute Resolution Conference are conditions precedent to our respective right to commence arbitration. Accordingly, if, but only if, we are unable to resolve a dispute within 30 days after the Informal Dispute Resolution Conference is completed, we may commence arbitration pursuant to the procedures in this Agreement. No arbitration may commence or proceed until the requirements set forth in Sections B and C (above) are fully satisfied.
2. Fees. Whoever files the arbitration pays the initial filing fee. If you have paid the initial filing fee and you prevail, we will reimburse you for that fee. If there is a hearing, we will pay any fees of the arbitrator and arbitration firm for the first day of that hearing. All other fees will be allocated as provided by the rules of the arbitration firm and applicable law. Notwithstanding Section 3(g) of this Arbitration Agreement, you will not be required to reimburse us for any arbitration filing, administrative, or hearing fees in an amount greater than what your court costs would have been if the claim had been resolved in a state court with jurisdiction. However, we will advance or reimburse your fee if the arbitration firm or arbitrator determines there is good reason requiring us to do so. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
3. Rules of Arbitration.
a. The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association, as modified by this Agreement, and will be administered by the AAA. If the AAA is unavailable or refuses to arbitrate the parties’ dispute for any reason, the arbitration shall be administered and conducted by a widely-recognized arbitration organization that is mutually agreeable to the parties, but neither party shall unreasonably withhold their consent. If the parties cannot agree to a mutually agreeable arbitration organization, one shall be appointed pursuant to Section 5 of the Federal Arbitration Act. In all events, the AAA Rules shall govern the parties’ dispute. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1‑800-778-7879. The AAA Rules may change from time to time, and you should review them periodically.
b. The arbitrator shall be bound by the terms of this Agreement and shall follow the applicable law. In this regard, the arbitrator shall not have the power to commit errors of law or legal reasoning, and any award rendered by the arbitrator that employs an error of law or legal reasoning may be vacated or corrected by a court of competent jurisdiction for any such error.
c. Unless the parties agree in writing, any arbitration hearings will take place in San Mateo, CA.
d. At either party’s election, arbitration of any dispute shall proceed pursuant to the Desk Arbitration rules of the AAA, unless both parties are represented by counsel.
e. Prior to the appointment of a merits arbitrator, either party may request the appointment of a process arbitrator to determine: (i) whether the conditions precedent set forth in Section D(1) hereof have been satisfied; (ii) whether AAA’s filing requirements have been satisfied; (iii) the applicable arbitration agreement; (iv) the applicable AAA rules that apply; (v) the allocation of payment advances on administrative fees, arbitrator compensation, and/or expenses; (vi) any other issue agreed to be addressed by the process arbitrator; and (vii) any other issue regarding the administration of the arbitration.
f. If the process arbitrator makes an initial determination that the dispute is frivolous or brought in bad faith, it shall allocate all AAA and arbitrator fees and expenses to the party who initiated the arbitration. If the merits arbitrator subsequently determines that the claims were not frivolous, Ecovacs Robotics will reimburse any AAA filing, administration and arbitrator fees that were paid by you.
g. If the merits arbitrator finds that a dispute is frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the prevailing party shall recover all fees paid to AAA and, at the arbitrator’s discretion, an award of reasonable attorney’s fees and costs.
4. Class Action Waiver.
WE AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN OUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both all parties agree in writing otherwise (including, but not limited to, as set forth in the procedures below regarding Mass Arbitration), the arbitrator may not consolidate more than one Customer’s dispute, and may not otherwise preside over any form of a representative or class proceeding.
5. Injunctive Relief.
The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual dispute.
6. Stay of Non-Arbitrable Claims.
Any claims not subject to individual arbitration under applicable law shall be stayed in a court of competent jurisdiction pending completion of the individual arbitration.
E. Mass Arbitration
WE AGREE THAT IN THE EVENT THAT MASS ARBITRATION IS ATTEMPTED OR SOUGHT, SUCH ARBITRATION SHALL BE ADMINISTERED PURSUANT TO THE FOLLOWING RULES.
1. In the event that Mass Arbitration is attempted or sought involving 250 arbitration demands or less, we agree the arbitration provider shall: (i) group the arbitration demands into batches of no less than 25 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
2. In the event that Mass Arbitration is attempted or sought involving over 250 arbitration demands we agree that the arbitration provider shall: (i) group the arbitration demands into batches of no less than 250 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
3. All Mass Arbitration shall be subject to all other substantive and procedural terms contained within this Agreement.
4. We agree to cooperate in good faith with the arbitration provider to implement the aforementioned protocol for Mass Arbitration with regard to resolution, fees, and administration.
5. If any part of this Paragraph E related to Mass Arbitration is found to be unenforceable, the unenforceable portion shall be stricken, and the remainder of this Paragraph E and this Agreement shall be enforced to the maximum extent permitted by law.
6. If the arbitration provider is unwilling or unable to follow the procedures set forth in this Paragraph E with regard to Mass Arbitration, the parties may attempt to retain a different, mutually agreeable and widely-recognized arbitration organization that will agree to follow the procedures set forth in this Paragraph E. In the event that the parties are unable to retain or agree to such an alternative arbitration provider, the alternative dispute resolution provisions set forth in this Agreement shall not apply to those disputes within the Mass Arbitration.
F. Delegation Clause
All issues are for the arbitrator to decide including, but not limited to, (i) all issues regarding arbitrability, (ii) the scope and enforceability of this arbitration provision as well as the Agreement’s other terms and conditions, (iii) whether you or Ecovacs Robotics, through litigation conduct or otherwise, waived the right to arbitrate, (iv) whether all or any part of the arbitration provision or Agreement is unenforceable, void or voidable including, but not limited to, on grounds of unconscionability, (v) any dispute regarding the payment of arbitration-related fees, (vi) any dispute related to the Notice of Dispute, Notice of Conference and/or Informal Dispute Resolution Conference, and (vii) any dispute related to Mass Arbitration.
Pursuant to this agreement, the arbitrator has been delegated with, and possesses, exclusive authority to resolve all of the above-enumerated types of disputes. However if putative class or representative claims are initially brought by either party in a court of law, and a motion to compel arbitration is brought by any party, the court shall have the power to decide whether this agreement permits class or representative proceedings.
G. Right To Elect To Proceed In Court for Small Claims and Intellectual Property Claims
1. In lieu of arbitration, either party may elect to proceed in Small Claims Court for any dispute that falls within the jurisdictional limits of that court. In the event such election is made, the party that seeks to initiate arbitration shall commence their action in Small Claims Court and shall be responsible for the payment of any applicable filing fees.
2. In lieu of arbitration, either party may elect to proceed in Court for any dispute to seek to enjoin infringement or other misuse of intellectual property rights may be brought in any court of competent jurisdiction. In the event such election is made, the party that seeks to initiate arbitration shall commence their action in Court and shall be responsible for the payment of any applicable filing fees.
H. Other Provisions
1. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. This arbitration provision shall survive termination of this Agreement.
2. We agree that, by entering into this Agreement, we are each waiving the right to a trial by jury or to participate in a class action to the maximum extent permitted by law.
EXPORT CONTROL AND SANCTION COMPLIANCE
You shall comply with all economic sanctions and export control laws of the applicable countries including but not limited European Union, the United States and other applicable countries/regions (“Export Control and Sanction Regulations”). You represent and warrant that (1) You are not listed as prohibited or restricted entity under Export Control and Sanction Regulations; (2) ECOVACS services and products shall not be used for any illegal purposes including but not limited to military, terrorism, human rights violations; (3) You are not resided within any embargoed country or region. (4) You shall not transfer ECOVACS services and products to (i) any embargoed country or region, or (ii) any entity or natural person which is restricted or sanctioned under Export Control and Sanction Regulations (including but not limited to SDN list of the United States). If You are in violation of this clause, We shall be entitled to terminate ECOVACS services and refuse to provide ECOVACS products for you at any time at our sole discretion with immediate effect, You shall indemnify us against any and all losses, damages, costs and liabilities caused by any of such violations.
ASSIGNMENT
We may transfer, sub-contract or otherwise deal with Our rights and/or obligations under these Terms and Conditions without notifying You or obtaining Your consent. You may not transfer, sub-contract or otherwise deal with Your rights and/or obligations under these Terms and Conditions.
SEVERABILITY
The provisions of these Terms and Conditions are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provisions are found to be partially or wholly invalid, illegal or unenforceable, such provisions shall be modified or restricted to the extent and in the manner necessary to render them valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by Us, or alternatively, by disposition of a court of law or arbitrator. If such provisions cannot under any circumstances be so modified or restricted, they shall be excised from these Terms and Conditions without affecting the validity, legality or enforceability of any of the remaining provisions.
ENTIRE AGREEMENT
These Terms and conditions, together with Our Privacy Policy, constitute the entire agreement between You and Ecovacs Robotics in relation to Your use of this Website, and supersede all previous agreements in respect of Your use of this Website.
LAW AND JURISDICTION
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law. If any part of the Terms and Conditions is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.
NOTICE TO EXISTING CUSTOMERS
We may revise and update these Terms and Conditions from time to time. All changes are effective immediately when we post them on the Website. Unless you exercise your right to opt out of changes (below), your continued use of the Website following the posting of the revised Terms and Conditions means that you accept and agree to the changes, and such continued use is your consideration for the changed terms.
No amendment to these Terms and Conditions will retroactively modify the parties’ agreed-to dispute resolution provisions of these Terms and Conditions for then-pending disputes, unless the parties expressly agree otherwise in writing. For the avoidance of doubt, “then-pending disputes” means any legal action filed before any court or tribunal (such as the American Arbitration Association).
Within 30 days of the posting the revised Terms and Conditions on the Website, you have the right to reject changes that were made by sending a letter to Ecovacs Robotics by certified mail return receipt requested to 1500 Fashion Island Blvd. Suite 201, San Mateo, CA 94402, ATTN: Opt Out. In order to be effective, such letter must be post-marked within 30 days of the posting the revised Terms and Conditions on the Website. In the event you reject changes to the Terms and Conditions in a timely manner, you shall continue to be bound by the prior version of these Terms and Conditions.
CONTACT US
If You have any concerns relating to these Terms and Conditions, You may correspond with Us at the following address:
1500 Fashion Island Blvd. Suite 201
San Mateo, CA 94402
E-email: customerservice@ecovacs.com
Tel: (916) 445-1254 (800) 952-5210
CALIFORNIA CONSUMER NOTICE
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Website is provided by Ecovacs Robotics, Inc. If you have a question or complaint regarding this Website, please contact our customer service at customerservice@ecovacs.com. You may also contact us by writing Ecovacs Robotics, Inc., Attn: Customer Support, 1500 Fashion Island Blvd. Suite 201 San Mateo, CA 94402，USA. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
We do not guarantee that the Website or any part of it will be available or accessible all the time. From time to time, We may restrict access to all or some of this Website. We have no obligation to update, amend, or clarify information on this Website, except as required by law. No specified update or refresh date applied on this Website should be taken to indicate that all information on the Website has been modified or updated. Please remember when reviewing information on this Website that such information may not represent the complete information available on a subject. In addition, subsequent events or changes in circumstances may cause existing information on this Website to become inaccurate or incomplete.
On occasion, information on this Website may contain errors, including, without limitation, typographical errors, inaccuracies, or omissions related to special offers, product availability, product promotion, and product descriptions. We reserve the right to, at any time without prior notice, correct any errors, inaccuracies, or omissions, and to change or update information if any information on the Website is inaccurate.
DISCLAIMER OF WARRANTIES
THIS WEBSITE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. WE MAKE NO REPRESENTATIONS OR WARRANTIES IN RELATION TO THIS WEBSITE OR THE INFORMATION AND MATERIALS PROVIDED ON THIS WEBSITE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS.
NOTHING ON THIS WEBSITE CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR ANY OTHER MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
THE INFORMATION AND MATERIALS PROVIDED ON OR THROUGH THIS WEBSITE MAY BE OUT OF DATE, MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS, AND NEITHER WE, NOR ANY OF OUR RESPECTIVE AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION OR MATERIALS. OUR PRODUCTS DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF SUCH INFORMATION AND MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE.
ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THIS WEBSITE ARE SUBJECT ONLY TO ANY WARRANTIES APPLICABLE TO SUCH PRODUCTS OR SERVICES PROVIDED BY US OR BY THIRD PARTY MANUFACTURES, DISTRIBUTORS AND SUPPLIERS, IF ANY. OTHER THAN THE WARRANTIES EXPRESSLY PROVIDED BY US OR BY SUCH THIRD PARTIES (IF ANY), TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THIS WEBSITE.
LIMITATIONS OF LIABILITY
We do not assume any responsibility, and We will not be liable, for any damages to, or any viruses that may infect, Your computer, telecommunication equipment, or other property caused by or arising from Your access to, use of, or browsing this Website, or Your downloading of any information or materials from this Website. IN NO EVENT WILL WE, OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, OR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THIS WEBSITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL ECONOMIC DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THIS WEBSITE, ANY WEBSITE LINKED TO THIS WEBSITE, OR THE INFORMATION OR MATERIALS CONTAINED ON ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO PERSONAL INJURY CLAIMS OR CLAIMS FOR CONSUMER FRAUD.
IN THE EVENT OF ANY PROBLEM WITH YOUR USE OF THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THIS WEBSITE.
TERMINATION
You or We may suspend or terminate Your account or Your use of this Website at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through Your account prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of this Website at any time without notice.
USER CONTENT
We may occasionally allow users to this Website to post content of any creative materials, including creative suggestions, ideas, notes, drawings, photographs, concepts, or other information or communications, including any data, questions, comments, suggestions, or the like (collectively “User Content”). By posting User Content, You agree that You will not upload, post, or otherwise transmit any content (including text, links, communications, software, images, sounds, data, or other information) that:
· is not consistent with the permissible uses outlined by these Terms and Conditions, including, but not limited to, content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, vulgar, profane, sexually explicit, obscene, racially or ethnically offensive or otherwise objectionable;
· infringes on any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
· constitutes commercial solicitation, political campaigning, or advertising or promotion, or any other form of unauthorized solicitation. Links that connect to commercial websites will not be considered unauthorized solicitations unless the link or the website content appears to be intended as means of solicitation as determined by Us in Our sole discretion;
· contains software viruses, Trojan horses, worms, time bombs, cancelbots or any other computer code or files that are designed to disrupt, damage, or limit the functioning of any software or hardware;
· provides any non-public information about Us or any other company or person without the proper authorization to do so. This includes providing the names, addresses and extension numbers of employees of Us and other Website users;
· intentionally interferes with the operation of this Website, without limitation, mail or "post" bombing, news bombing, other flooding techniques, deliberate attempts to overload a system and broadcast attacks, or attempts to avoid messaging blocking;
· impersonates any person or entity, including an employee of Us, or otherwise misrepresents the origin of content;
· attacks or insults another website user or website manager;
· suggests or encourages illegal activity; or
· is deemed inappropriate by Us in our sole discretion.
If You do post content or submit material, and unless We indicate otherwise, You grant Us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Us and our sublicensees the right to use the name that You submit in connection with such content. You represent and warrant that You own or otherwise control all of the rights to the content that You post; that the content is true and accurate; that use of the content You supply does not violate this policy and will not cause injury to any person or entity; and that You will indemnify Us for all claims resulting from content You supply Us. We take no responsibility and assumes no liability for any content posted by You or any third party.
We may, but has no obligation to, monitor, review, or edit User Content. In all cases, We reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Our sole discretion, violates the Terms and Conditions. We may take these actions without prior notification to You or any third party. Removal or disabling of access to User Content shall be at Our sole discretion, and We do not promise to remove or disable access to any specific User Content.
User Content excludes personal information, such as Your name, e-mail address, physical address, phone number(s), and credit card information that You may provide to Us. Personal information is subject to Our Privacy Policy, which is expressly incorporated into these Terms and Conditions by this reference.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Us and Our members, managers, officers, directors, employees, consultants, agents, licensors, retailers, and suppliers from and against all claims (whether or not such claims are merely alleged or otherwise), losses, expenses, damages, and costs, including, but not limited to, reasonable attorneys’ fees, arising from or in connection with any violation of these Terms and Conditions or any activity (including negligent or wrongful conduct) by You or any other person accessing this Website using Your account. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You at Your expense, and You shall not in any event settle or otherwise dispose of any matter without Our prior written consent.
LINKS TO OTHER WEBSITES
We may provide links, in Our sole discretion, to other websites on the Internet for Your convenience in locating or accessing related information, products, and services. These websites have not necessarily been reviewed by Us and are maintained by third parties over which We exercise no control. Accordingly, We expressly disclaims any responsibility for the content, materials, or accuracy of the information and/or quality of the products or services provided by, available through, or advertised on these third-party websites. These Terms and Conditions and Our Privacy Policy do not apply to Your interactions with third party websites.
DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT” OR THE “AGREEMENT”) CAREFULLY – IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. ARBITRATION IS A WAIVER OF THE RIGHT TO BRING SUIT IN COURT. THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
WE AGREE THAT ANY DISPUTE THAT IS NOT RESOLVED BY AN INFORMAL DISPUTE RESOLUTION CONFERENCE (AS DEFINED AND DESCRIBED BELOW) SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) PURSUANT TO THE AAA ARBITRATION RULES, RATHER THAN IN A COURT, AS DESCRIBED HEREIN.
YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
A. Definitions
For purposes of this Arbitration Agreement, the following terms mean:
1. “You” and “your” mean a Customer.
2. “Customer” means an individual that that browsed or accessed the Website, created an account with Ecovacs Robotics, purchased goods or services from Ecovacs Robotics, enrolled or registered with the Website, and/or are accessing or using a Service.
3. “Ecovacs Robotics” means Ecovacs Robotics, Inc., its predecessors in interest, successors and assigns, affiliates, agents, employees, and any of its third party service providers who Ecovacs Robotics uses in connection with the provision of the Services to you.
4. “We” "us," “our,” and the “parties” mean Customer and Ecovacs Robotics.
5. “Website” means and refers to www.ecovacs.com/us
6. “Services” means any product or service provided under this Agreement or through the Website.
7. “Dispute” means any legal claim or controversy arising out of, or relating to, this Agreement or the use of our Services or Website including, but not limited to, claims related to billing or services, as well as any claim or controversy regarding the applicability, enforceability or validity of any provision of this Agreement. For purposes of this Arbitration Agreement, the term “Dispute” includes claims or controversies that arose or involve facts occurring before the existence of this or any prior versions of this Agreement, claims that are currently the subject of purported class action litigation in which you are not a member of a certified class, as well as claims and controversies that may arise after the termination of this Agreement.
8. “Mass Arbitration” means 25 or more arbitration demands that: (i) are filed within 180 days of each other, (ii) allege similar or identical claims or causes of action, and (iii) either (a) the parties to those arbitration demands seek to simultaneously or collectively administer and/or arbitrate together, or (b) are filed by the same counsel or in coordination with each other.
B. Notice of Dispute
Before the parties may commence arbitration of a dispute, we must provide a written a notice of dispute (“Notice of Dispute”) as follows:
1. Customer Disputes.
For a dispute initiated by you, the Notice of Dispute must include the following information: Your name, residence address, username (if applicable) and email address associated with your account (if applicable), a detailed description of the dispute, the specific relief you seek, and the grounds therefor. The Notice of Dispute must be mailed to Ecovacs Robotics by certified mail return receipt requested to 1500 Fashion Island Blvd. Suite 201, San Mateo, CA, ATTN: Dispute Notice. A Notice of Dispute shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Dispute by any other Customer.
2. Ecovacs Robotics Disputes.
For a dispute initiated by Ecovacs Robotics, the Notice of Dispute must include the following information: Your name, a detailed description of the dispute, the specific relief sought, and the grounds therefor. The Notice of Dispute must be mailed to you by certified mail return receipt requested to the mailing address on file and, if available, also emailed to your e-mail address associated with your account. A Notice of Dispute shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Dispute regarding any other Customer.
C. Pre-Arbitration Informal Dispute Resolution Conference Requirements
Before we may commence arbitration of a dispute, we agree to meet and confer by telephone or by videoconference in a good faith effort to resolve informally the dispute (the “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Informal Dispute Resolution Conference, but you must also personally participate in the Informal Dispute Resolution Conference.
The party initiating the dispute agrees to provide a notice of intent to initiate the Informal Dispute Resolution Conference (“Notice of Conference”) as follows:
1. Customer Disputes.
For a dispute initiated by you, the Notice of Conference must include the following information: Your name, telephone number, mailing address, e‐mail address associated with your account (if you have one), the name, telephone number, mailing address, and e‐mail address of your counsel (if any), and whether you intend to have the conference by telephone or by videoconference. The Notice of Conference must be mailed to Ecovacs Robotics by certified mail return receipt requested to 1500 Fashion Island Blvd. Suite 201, San Mateo, CA, ATTN: Notice of Conference. A Notice of Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Conference by any other Customer. A Customer may, but is not required to, combine in one mailing a Notice of Dispute and a Notice of Conference.
2. Ecovacs Robotics Disputes.
For a dispute initiated by Ecovacs Robotics, the Notice of Conference must include the following information: Your name, a detailed description of the dispute, the specific relief sought, and whether the conference shall proceed by telephone or by videoconference. The Notice of Conference must be mailed to you by certified mail return receipt requested to the mailing address on file and, if available, also emailed to your e-mail address associated with your account. A Notice of Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Conference regarding any other Customer. Ecovacs Robotics may, but is not required to, combine in one mailing and, if available, e-mail, a Notice of Dispute and a Notice of Conference.
Whether initiated by you or Ecovacs Robotics, the Informal Dispute Resolution Conference shall occur within 45 days after the other party receives the Notice of Conference, unless an extension is mutually agreed upon by the parties. Unless all parties agree in writing, the Informal Dispute Resolution Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with an Informal Dispute Resolution Conference regarding any other Customer. This is so, even if the same law firm or group of law firms represents multiple Customers with similar disputes.
D. Arbitration
1. Conditions Precedent. The sending of a Notice of Dispute and the completion of an Informal Dispute Resolution Conference are conditions precedent to our respective right to commence arbitration. Accordingly, if, but only if, we are unable to resolve a dispute within 30 days after the Informal Dispute Resolution Conference is completed, we may commence arbitration pursuant to the procedures in this Agreement. No arbitration may commence or proceed until the requirements set forth in Sections B and C (above) are fully satisfied.
2. Fees. Whoever files the arbitration pays the initial filing fee. If you have paid the initial filing fee and you prevail, we will reimburse you for that fee. If there is a hearing, we will pay any fees of the arbitrator and arbitration firm for the first day of that hearing. All other fees will be allocated as provided by the rules of the arbitration firm and applicable law. Notwithstanding Section 3(g) of this Arbitration Agreement, you will not be required to reimburse us for any arbitration filing, administrative, or hearing fees in an amount greater than what your court costs would have been if the claim had been resolved in a state court with jurisdiction. However, we will advance or reimburse your fee if the arbitration firm or arbitrator determines there is good reason requiring us to do so. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
3. Rules of Arbitration.
a. The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association, as modified by this Agreement, and will be administered by the AAA. If the AAA is unavailable or refuses to arbitrate the parties’ dispute for any reason, the arbitration shall be administered and conducted by a widely-recognized arbitration organization that is mutually agreeable to the parties, but neither party shall unreasonably withhold their consent. If the parties cannot agree to a mutually agreeable arbitration organization, one shall be appointed pursuant to Section 5 of the Federal Arbitration Act. In all events, the AAA Rules shall govern the parties’ dispute. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1‑800-778-7879. The AAA Rules may change from time to time, and you should review them periodically.
b. The arbitrator shall be bound by the terms of this Agreement and shall follow the applicable law. In this regard, the arbitrator shall not have the power to commit errors of law or legal reasoning, and any award rendered by the arbitrator that employs an error of law or legal reasoning may be vacated or corrected by a court of competent jurisdiction for any such error.
c. Unless the parties agree in writing, any arbitration hearings will take place in San Mateo, CA.
d. At either party’s election, arbitration of any dispute shall proceed pursuant to the Desk Arbitration rules of the AAA, unless both parties are represented by counsel.
e. Prior to the appointment of a merits arbitrator, either party may request the appointment of a process arbitrator to determine: (i) whether the conditions precedent set forth in Section D(1) hereof have been satisfied; (ii) whether AAA’s filing requirements have been satisfied; (iii) the applicable arbitration agreement; (iv) the applicable AAA rules that apply; (v) the allocation of payment advances on administrative fees, arbitrator compensation, and/or expenses; (vi) any other issue agreed to be addressed by the process arbitrator; and (vii) any other issue regarding the administration of the arbitration.
f. If the process arbitrator makes an initial determination that the dispute is frivolous or brought in bad faith, it shall allocate all AAA and arbitrator fees and expenses to the party who initiated the arbitration. If the merits arbitrator subsequently determines that the claims were not frivolous, Ecovacs Robotics will reimburse any AAA filing, administration and arbitrator fees that were paid by you.
g. If the merits arbitrator finds that a dispute is frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the prevailing party shall recover all fees paid to AAA and, at the arbitrator’s discretion, an award of reasonable attorney’s fees and costs.
4. Class Action Waiver.
WE AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN OUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both all parties agree in writing otherwise (including, but not limited to, as set forth in the procedures below regarding Mass Arbitration), the arbitrator may not consolidate more than one Customer’s dispute, and may not otherwise preside over any form of a representative or class proceeding.
5. Injunctive Relief.
The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual dispute.
6. Stay of Non-Arbitrable Claims.
Any claims not subject to individual arbitration under applicable law shall be stayed in a court of competent jurisdiction pending completion of the individual arbitration.
E. Mass Arbitration
WE AGREE THAT IN THE EVENT THAT MASS ARBITRATION IS ATTEMPTED OR SOUGHT, SUCH ARBITRATION SHALL BE ADMINISTERED PURSUANT TO THE FOLLOWING RULES.
1. In the event that Mass Arbitration is attempted or sought involving 250 arbitration demands or less, we agree the arbitration provider shall: (i) group the arbitration demands into batches of no less than 25 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
2. In the event that Mass Arbitration is attempted or sought involving over 250 arbitration demands we agree that the arbitration provider shall: (i) group the arbitration demands into batches of no less than 250 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
3. All Mass Arbitration shall be subject to all other substantive and procedural terms contained within this Agreement.
4. We agree to cooperate in good faith with the arbitration provider to implement the aforementioned protocol for Mass Arbitration with regard to resolution, fees, and administration.
5. If any part of this Paragraph E related to Mass Arbitration is found to be unenforceable, the unenforceable portion shall be stricken, and the remainder of this Paragraph E and this Agreement shall be enforced to the maximum extent permitted by law.
6. If the arbitration provider is unwilling or unable to follow the procedures set forth in this Paragraph E with regard to Mass Arbitration, the parties may attempt to retain a different, mutually agreeable and widely-recognized arbitration organization that will agree to follow the procedures set forth in this Paragraph E. In the event that the parties are unable to retain or agree to such an alternative arbitration provider, the alternative dispute resolution provisions set forth in this Agreement shall not apply to those disputes within the Mass Arbitration.
F. Delegation Clause
All issues are for the arbitrator to decide including, but not limited to, (i) all issues regarding arbitrability, (ii) the scope and enforceability of this arbitration provision as well as the Agreement’s other terms and conditions, (iii) whether you or Ecovacs Robotics, through litigation conduct or otherwise, waived the right to arbitrate, (iv) whether all or any part of the arbitration provision or Agreement is unenforceable, void or voidable including, but not limited to, on grounds of unconscionability, (v) any dispute regarding the payment of arbitration-related fees, (vi) any dispute related to the Notice of Dispute, Notice of Conference and/or Informal Dispute Resolution Conference, and (vii) any dispute related to Mass Arbitration.
Pursuant to this agreement, the arbitrator has been delegated with, and possesses, exclusive authority to resolve all of the above-enumerated types of disputes. However if putative class or representative claims are initially brought by either party in a court of law, and a motion to compel arbitration is brought by any party, the court shall have the power to decide whether this agreement permits class or representative proceedings.
G. Right To Elect To Proceed In Court for Small Claims and Intellectual Property Claims
1. In lieu of arbitration, either party may elect to proceed in Small Claims Court for any dispute that falls within the jurisdictional limits of that court. In the event such election is made, the party that seeks to initiate arbitration shall commence their action in Small Claims Court and shall be responsible for the payment of any applicable filing fees.
2. In lieu of arbitration, either party may elect to proceed in Court for any dispute to seek to enjoin infringement or other misuse of intellectual property rights may be brought in any court of competent jurisdiction. In the event such election is made, the party that seeks to initiate arbitration shall commence their action in Court and shall be responsible for the payment of any applicable filing fees.
H. Other Provisions
1. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. This arbitration provision shall survive termination of this Agreement.
2. We agree that, by entering into this Agreement, we are each waiving the right to a trial by jury or to participate in a class action to the maximum extent permitted by law.
EXPORT CONTROL AND SANCTION COMPLIANCE
You shall comply with all economic sanctions and export control laws of the applicable countries including but not limited European Union, the United States and other applicable countries/regions (“Export Control and Sanction Regulations”). You represent and warrant that (1) You are not listed as prohibited or restricted entity under Export Control and Sanction Regulations; (2) ECOVACS services and products shall not be used for any illegal purposes including but not limited to military, terrorism, human rights violations; (3) You are not resided within any embargoed country or region. (4) You shall not transfer ECOVACS services and products to (i) any embargoed country or region, or (ii) any entity or natural person which is restricted or sanctioned under Export Control and Sanction Regulations (including but not limited to SDN list of the United States). If You are in violation of this clause, We shall be entitled to terminate ECOVACS services and refuse to provide ECOVACS products for you at any time at our sole discretion with immediate effect, You shall indemnify us against any and all losses, damages, costs and liabilities caused by any of such violations.
ASSIGNMENT
We may transfer, sub-contract or otherwise deal with Our rights and/or obligations under these Terms and Conditions without notifying You or obtaining Your consent. You may not transfer, sub-contract or otherwise deal with Your rights and/or obligations under these Terms and Conditions.
SEVERABILITY
The provisions of these Terms and Conditions are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provisions are found to be partially or wholly invalid, illegal or unenforceable, such provisions shall be modified or restricted to the extent and in the manner necessary to render them valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by Us, or alternatively, by disposition of a court of law or arbitrator. If such provisions cannot under any circumstances be so modified or restricted, they shall be excised from these Terms and Conditions without affecting the validity, legality or enforceability of any of the remaining provisions.
ENTIRE AGREEMENT
These Terms and conditions, together with Our Privacy Policy, constitute the entire agreement between You and Ecovacs Robotics in relation to Your use of this Website, and supersede all previous agreements in respect of Your use of this Website.
LAW AND JURISDICTION
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law. If any part of the Terms and Conditions is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.
NOTICE TO EXISTING CUSTOMERS
We may revise and update these Terms and Conditions from time to time. All changes are effective immediately when we post them on the Website. Unless you exercise your right to opt out of changes (below), your continued use of the Website following the posting of the revised Terms and Conditions means that you accept and agree to the changes, and such continued use is your consideration for the changed terms.
No amendment to these Terms and Conditions will retroactively modify the parties’ agreed-to dispute resolution provisions of these Terms and Conditions for then-pending disputes, unless the parties expressly agree otherwise in writing. For the avoidance of doubt, “then-pending disputes” means any legal action filed before any court or tribunal (such as the American Arbitration Association).
Within 30 days of the posting the revised Terms and Conditions on the Website, you have the right to reject changes that were made by sending a letter to Ecovacs Robotics by certified mail return receipt requested to 1500 Fashion Island Blvd. Suite 201, San Mateo, CA 94402, ATTN: Opt Out. In order to be effective, such letter must be post-marked within 30 days of the posting the revised Terms and Conditions on the Website. In the event you reject changes to the Terms and Conditions in a timely manner, you shall continue to be bound by the prior version of these Terms and Conditions.
CONTACT US
If You have any concerns relating to these Terms and Conditions, You may correspond with Us at the following address:
1500 Fashion Island Blvd. Suite 201
San Mateo, CA 94402
E-email: customerservice@ecovacs.com
Tel: (916) 445-1254 (800) 952-5210
CALIFORNIA CONSUMER NOTICE
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Website is provided by Ecovacs Robotics, Inc. If you have a question or complaint regarding this Website, please contact our customer service at customerservice@ecovacs.com. You may also contact us by writing Ecovacs Robotics, Inc., Attn: Customer Support, 1500 Fashion Island Blvd. Suite 201 San Mateo, CA 94402，USA. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.