ALVI

ALVI Services Agreement

This Agreement was last updated on l,2022.

 

By agreeing to a CleanAir.ai order form (once agreed to by the Parties, the “Order Form”), the customer identified in the Order Form (“Customer”) hereby enters into this CleanAir-as-a Service Agreement with CleanAir.ai Corporation(“CleanAir”)with its principal place of business as set out in the Order Form.This CleanAir-as-a-Service Agreement incorporates the terms and conditions of the Order Formand depending on the products and services ordered or used by Customer,may incorporatesupplementary terms and conditions (each a “Supplementary Term”), together, the “Agreement”). The Agreementwillbe a binding agreement effective on theorder effective date set out in the Order Form(the “Effective Date”)and will apply to the CleanAir Services (defined below), provided by CleanAir to Customer.Capitalized terms not otherwise defined in this Agreement willhave the meanings ascribed to such terms in the Order Form.Each of CleanAir and Customer shall individually be referred to as a “Party” and jointly as the “Parties”.BY USING THE CLEANAIR SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 9.  IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE CLEANAIR SERVICES.  CUSTOMER REPRESENTS AND WARRANTS TO CLEANAIR THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT.  IF CUSTOMER IS USING THE CLEANAIR SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO CLEANAIR THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.

1. CleanAir-as-a-Service and Onboarding Services

2. Restrictions and Responsibilities

3. Confidentiality; Proprietary Rights

4. Payment of Fees

5. Term and Termination

6. Warranty and Disclaimer

7. Indemnity

8. Limitations of Liability

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

9. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with CleanAir’s prior written consent. Any purported assignment or delegation by the Customer in violation of this Section will be null and void. CleanAir may transfer and assign any of its rights and obligations under this Agreement without consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. Notwithstanding the foregoing, CleanAir reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the CleanAir Services (or any part thereof) with or without notice. CleanAir reserves the right to change this Agreement at any time and from time to time. Any new features that may be added to the CleanAir Services from time to time will be subject to this Agreement, unless stated otherwise. Customer is responsible for regularly reviewing this Agreement, including, without limitation, by checking the date of “Last Update” at the top of this document. CleanAir may also, at CleanAir’s option, choose to notify Customer of such changes by e-mail or other means. If the modified Agreement is not acceptable to Customer, Customer’s only recourse is to stop using the CleanAir Services. Customer’s continued access to and use of the CleanAir-as-a Service or Onboarding Services will constitute the Effective Date to such updated Agreement.Any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the CleanAir Services; (ii) do not override or form a part of this Agreement (including without limitation any Supplementary Term or Order Form); and (iii) are void. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs andlegal fees. All notices sent to either Party will be in writing and addressed to the receiving Party at the addresses set forth on the Order Form. Each Party may change its contact information for notice by giving notice thereof to the other Party. Notices sent will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid.Notwithstanding the forgoing, notices to Customer may be made via email or regular mail, or in cases of changes to the Agreement or to the CleanAir Services offered through the CleanAir-as-a-Service, by posting notices or links to such notices, or by posting an updated version of the Agreement on the Dashboard or CleanAir-as-a-Service itself. Neither Party will be liable to the other for any delay or failure in performing its obligations under the Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that Party, without such Party’s fault or negligence, and which by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles.  The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.  The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction. Customer will not to directly or indirectly export or re-export any of the CleanAir-as-a-Service without first obtaining all required licenses, permits and permissions required under applicable law.CleanAir makes no representation or warranty that the CleanAir-as-a-Service may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.  CleanAir may identify Customer by name and logo as a CleanAir customer on its website and on other promotional materials. Any goodwill arising from the use of Customer’s name and logo will inure to the benefit of Customer. CleanAir’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other.  Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.  It is the express wish of the Parties that this Agreement and all related documents be drawn up in English.  C’est la volontéexpresse des parties que la présente convention ainsi que les documents qui s’yrattachentsoientrédigésenanglais.

 

Supplementary Terms and Conditions for Hardware

  Last updated: l, 2022

 

These Supplementary Term willapply to the Hardwarepurchased by Customer from CleanAir under an Order Formand is incorporated into, and form part of, the Agreement. Capitalized terms not otherwise defined in these Supplementary Term will have the meanings ascribed to such terms in the Agreement.

1. Shipping and Delivery of Hardware

2. Title and Risk of Loss

3. Inspection and Rejection of Non-Conforming Hardware.

3.1. Customer will inspect the Hardware within five days of the Delivery Date (“Inspection Period”). Customer will be deemed to have accepted the Hardware unless it notifies CleanAir in writing of any Non-Conforming Hardware (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by CleanAirand acceptance date (“Acceptance Date”) will be the five days from the Delivery Date. “Non-Conforming Hardware” means Hardware shipped that is different than identified in the Order Form, has missing components or has visible defects.

3.2. Unless otherwise specified in the Order Form, if Customer notifies CleanAir within the five day period above of any Non-Conforming Hardware, CleanAir will, in its sole discretion replace such Non-Conforming Hardware with replacement Hardware or  credit or refund the Fees  for such Non-Conforming Hardware. Customer will ship, at CleanAir’s expense and risk of loss, Non-Conforming Hardware designated for return to the location at 510 Coronation Drive Scarborough, ON M1E 4X6 Unit 22. If CleanAir exercises its option to replace Non-Conforming Hardware, CleanAir will, after receiving Customer’s shipment of Non-Conforming Hardware, ship to Customer, at CleanAir’s expense and risk of loss, the replacement Hardware to the Delivery Location.

3.3. Customer acknowledges and agrees that the remedies set forth in Section 3.2 are Customer’s exclusive remedies for the delivery of Non-Conforming Hardware. Except as provided under Section 3.2 all sales of Hardware to Customer are made on a one-way basis and Customer has no right to return Hardware purchased under the Order Form to CleanAir.

4.  Limited Warranty

  1. notify CleanAir of any performance issue or warranty claims:info@cleanair.com.
  2. facilitate CleanAir’s reasonable investigation of warranty claims, which may require provision of operating data, and on-site inspection of equipment, or return of Hardware to CleanAir, at CleanAir’s option.

iii. be issued a return material authorization (RMA) prior to returning the AS Warranted Hardware. Unauthorized returns will be rejected and returned at the Customer’s expense.

5. Documentation

CleanAirwill provide Customer with all specifications, and any other materials that CleanAir has created that describe the requirements, features and functions of the Hardware as such may be amended from time to time (“Documentation”).

6. Exceptions

Notwithstanding any provisions to the contrary in this Agreement, the limited warranties set forth in Section do not apply to defects arising out of or relating to:

(i) any Hardware or Product Firmware that is modified or damaged by Customer, End Users or its representatives;

(ii) any operation or use of, or other activity relating to, the Hardware or Product Firmware other than as instructed by CleanAir;

(iii) Customer’s or any third party’s negligence, abuse, misapplication, or misuse of the Hardware or Product Firmware;

(iv) Customer’s failure to promptly install all updates, upgrades and releases to Product Firmware that CleanAir has made available to Customer; or

(v) any other circumstances or causes outside of the reasonable control of CleanAir (including abnormal physical or electrical stress).

 

Supplementary Terms and Conditions for CleanAirSmart Plan

Last updated: l, 2022

 

These Supplementary Term willapply to thefilter changeservices as specified in an Order Formand willtake effect as of the date of Smart Plan Activationas defined herein and be incorporated into, and form part of, the Agreement. Capitalized terms not otherwise defined in these Supplementary Term will have the meanings ascribed to such terms in the Agreement.

1. Definitions

2.  Smart Plan

3. Exclusions

4. Restrictions and Responsibilities