AirShield Systems, LLC (“AirShield”) expressly warrants to Buyer (as defined below) that, for a period of three (3) years from the date of sale (“Warranty Term”), the UV Gate (“UV Gate”) will be reasonably free of defects in materials and workmanship and that when properly handled, will conform, within accepted tolerance, to applicable manufacturing specifications. This Limited Warranty only applies to AirShield’s UV GATE units which are (i) used, stored, handled, and installed in a manner recommended by AirShield and (ii) purchased directly from AirShield or an authorized reseller (such purchaser, “Buyer” or “You”). AirShield’s obligations and Buyer’s remedies under this Limited Warranty are limited to the following:
a) If UV GATE fails to or does not perform as warranted solely due to a manufacturing defect existing when UV GATE is received by Buyer (“Dead on Arrival”), AirShield will ship a replacement UV GATE without charge, on the next business day after receipt of written notice and AirShield’s verification of the claim. Replacements without charge will be permitted only if AirShield determines, in its sole discretion, that the UV GATE was Dead on Arrival.
b) If UV GATE is broken or defective after delivery solely due to a manufacturing defect, but not Dead on Arrival, AirShield will, at its option, ship a replacement UV GATE for a small fee, on the next business day after receipt of written notice and AirShield’s verification of the claim. Replacements under this subsection (b) will be considered only if AirShield determines, in its sole discretion, that the UV GATE is broken or defective without fault of Buyer. In lieu of replacement, AirShield may opt to repair any broken or defective UV GATE not Dead on Arrival.
c) AirShield will provide on-going email and telephone support, with a dedicated technical staff for additional issues through the Warranty Term.
During the entire Warranty Term, AirShield’s obligation as to repair or replacement of UV GATE not Dead on Arrival shall be limited to the repair or replacement of only the specific UV GATE that fails due to a manufacturing defect. Any repaired product or replacement product shall be subject to the Warranty Term of the originally purchased product, and any repair or replacement shall not extend the original Warranty Term in any manner or start a new warranty term. Replacement parts used for a product replacement may be new or equivalent to new, as determined by AirShield in its sole discretion.
To obtain coverage under this Limited Warranty, Buyer must provide AirShield with proof of original purchase from AirShield or its authorized reseller. AirShield may request additional proof as it deems necessary. For service under this Limited Warranty, Buyer must notify AirShield in writing, providing Buyer’s name and address, a description of the product involved, and the nature of the defect.
FOR BREACH OF ANY WRITTEN, EXPRESS, OR IMPLIED WARRANTY WITH RESPECT TO UV GATE YOU ARE LIMITED TO THE FOLLOWING DAMAGES: the lesser of the total repair or replacement cost of the UV GATE unit.
Any other questions or warranty requests shall be addressed to:
AirShield Systems LLC
4175 Cameron St, Suite 1
Las Vegas, Nevada 89103
Telephone: +1-(856) 363-0570
DISCLAIMER OF WARRANTY
EXCEPT AS SPECIFIED IN THIS LIMITED WARRANTY, AIRSHIELD MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, TO ANY PURCHASER OR THIRD PARTY WITH RESPECT TO THE UV GATE (ALSO REFERRED TO AS “GOODS”). OTHER THAN THOSE DESCRIBED HEREIN, NO EXPRESS WARRANTIES WERE MADE PART OF THE BUYER’S BASIS OF THIS BARGAIN. ANY DESCRIPTION OF THE GOODS IS USED FOR THE SOLE PURPOSE OF IDENTIFYING THE SUBJECT GOODS BUT IS NOT PART OF THE BASIS OF THE BARGAIN AND DOES NOT CONSTITUTE A WARRANTY THAT THE GOODS SHALL CONFORM TO THAT DESCRIPTION. IT IS SPECIFICALLY AGREED THAT THESE GOODS ARE SOLD WITHOUT ANY WARRANTY OF MERCHANTABILITY. AIRSHIELD MAKES NO WARRANTY THAT THE GOODS SOLD ARE FIT FOR ANY PARTICULAR PURPOSE. EXCEPT AS DESCRIBED HEREIN, UV GATE, ANY THIRD-PARTY SOFTWARE, THIRD-PARTY WEBSITES, AND ANY CONTENT IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS FOR BUYER’S USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH UV GATE, ANY THIRD-PARTY SOFTWARE, OR ANY THIRD-PARTY WEBSITES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
NOTWITHSTANDING THE GENERALITY OF THE FOREGOING, IN THE CASE OF ANY BREACH OF WARRANTY CLAIM AGAINST AIRSHIELD, THE BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE AS DEFINED HEREIN. ANY AND ALL BREACH OF WARRANTY CLAIMS MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE DATE OF ACCRUAL. AIRSHIELD IS NOT LIABLE FOR ANY DEFECTS CAUSED BY BUYER’S IMPROPER USE OR MAINTENANCE OF THE GOODS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULTS OF THE USE OF THE GOODS, WHETHER USED SINGULARLY OR IN COMBINATION WITH ANY OTHER PRODUCTS.
ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY AIRSHIELD, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THIRTY (30) DAYS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THESE WARRANTIES GIVE BUYER SPECIFIC LEGAL RIGHTS, AND BUYER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. NO WARRANTY IS MADE THAT THE UV GATE UNIT OR THEIR USE OR SALE DO NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
LIMITATIONS AND EXCLUSIONS OF LIABILITY
AIRSHIELD’S LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL AIRSHIELD, OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, THIRD-PARTY SOFTWARE OR THIRD-PARTY WEBSITE PROVIDERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR DAMAGES OR LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES, LOST REVENUES OR PROFITS, LOST BUSINESS, ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST DATA, WRONGFUL USE OF DATA OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER), EVEN IF AIRSHIELD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE UV GATE, ANY DATA YOU COLLECT OR USE WITH THE UV GATE, ANY THIRD-PARTY SOFTWARE, THIRD-PARTY WEBSITE, OR ANY CONTENT PROVIDED TO YOU BY AIRSHIELD. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION, INCLUDING BUT NOT LIMITED TO ANY PRIVACY LAWS, SUCH AS, THE GENERAL DATA PROTECTION REGULATION, THE CALIFORNIA CONSUMER PRIVACY ACT, OR THE HEALTH INSURANCE PORTABILITY ACCOUNTABILITY ACT.
ANY LIABILITY OF AIRSHIELD, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE UV GATE, ANY THIRD-PARTY SOFTWARE OR THIRD-PARTY WEBSITE, OR CONTENT, SHALL BE STRICTLY LIMITED TO THE LESSER OF THE TOTAL REPAIR OR REPLACEMENT COST OF THE UV GATE UNIT.
YOU ACKNOWLEDGE AND AGREE THAT AIRSHIELD HAS OFFERED THE UV GATE AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND AIRSHIELD, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND AIRSHIELD. AIRSHIELD WOULD NOT BE ABLE TO PROVIDE THE UV GATE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
GOVERNING LAW, JURISDICTION AND VENUE
This Agreement shall be governed by the laws of the State of Nevada, without reference to conflict of laws principles. The parties agree that any legal proceedings or arbitration arising out of or related to this Agreement shall be brought in Clark County, Nevada. The parties agree that the United Nations Convention on International Sale of Goods shall have no force or effect on transactions relating to this Agreement.
BINDING DISPUTE RESOLUTION
THE PARTIES SHALL SUBMIT ALL DISPUTES, CLAIMS OR DEMANDS OF ANY KIND RELATING TO OR ARISING OUT OF THIS LIMITED WARRANTY (“CONTROVERSY”) TO A THREE (3)-STEP DISPUTE RESOLUTION PROCESS. THE THREE (3)-STEP PROCESS SHALL (I) BEGIN WITH INFORMAL NEGOTIATION CONDUCTED IN GOOD FAITH; (II) BE FOLLOWED, IF NECESSARY, BY MEDIATION, INITIATED BY WRITTEN DEMAND OF ONE PARTY SERVED ON THE OTHER, AND IF THE MEDIATOR DETERMINES THAT THE CONTROVERSY CANNOT BE RESOLVED BY MEDIATION OR THE MEDIATION HAS NOT CONCLUDED WITHIN SEVENTY (70) DAYS OF THE INITIAL NOTICE OF THE CONTROVERSY, THEN; (III) THE CONTROVERSY SHALL BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE JUDICIAL ARBITRRATION AND MEDIATION SERVICES, INC (“JAMS”), EXCEPT THAT THE PROVISIONS OF SECTION 1283.05 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE SHALL BE ADOPTED AND USED WITH RESPECT TO THE CONDUCT OF DISCOVERY PRIOR TO ANY SUCH ARBITRATION. THE ARBITRATION AWARD SHALL BE SUPPORTED BY WRITTEN CONCLUSIONS OF LAW AND FACT. APPLICATION MAY BE HAD BY ANY PARTY TO ANY COURT OF GENERAL JURISDICTION FOR ENTRY AND ENFORCEMENT OF JUDGMENT BASED ON THE ARBITRATION AWARD. THE FOREGOING NOTWITHSTANDING, ANY PARTY MAY MAINTAIN, FOR THE PURPOSE OF OBTAINING A PROVISIONAL REMEDY OR PROVISIONAL RELIEF, ANY UNDERLYING ACTION OR CLAIM ON WHICH SUCH AFFIRMATIVE RELIEF MAY BE BASED. THE COURT, PENDING MEDIATION OR ARBITRATION OF CLAIMS, SHALL STAY THE PROSECUTION OF SUCH PARTY’S UNDERLYING CLAIMS ON WHICH ANY PROVISIONAL REMEDIES OR RELIEF ARE BASED.
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court or arbitrator in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.