1) Agreement
These Terms of Service, along with our Privacy Policy and our Cookies Policy, constitute a legal and enforceable contract (Agreement) between You the Customer and Anova. They supersede all prior or contemporaneous Agreements and understandings, both written and oral, with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Anova.
By indicating acceptance of these Terms of Service, You acknowledge, and agree to be bound by these Terms of Service. If You do not accept these Terms of Service, You will not be permitted to use the Anova Platform or Services.
We reserve the right to make changes to these Terms of Service, at our own sole discretion. When our Terms of Service are updated, You will be notified about such updates and will be prompted to accept such new Terms of Service to continue using the Anova Platform, Service(s) and/or Application(s).
2) What is the Anova Platform, Services and Applications?
The Anova Platform,Services and Applications are a collection of content, features, functionality, tools, data, web and mobile software applications and APIs provided by Anova for the Oil and Gas industry.
3) Definition of terms
You, Your: The Customer.
We, Us: Anova means DataOnline LLC, headquartered in 210 South St. New Providence, NJ 07974, USA and its subsidiaries or affiliates involved in providing the Platform, Service(s) and/or Application(s) as identifed in the Customer order.
Platform, Service(s), Application(s): The content, features, functionality, tools, data, software applications and APIs provided by Anova that are ordered by the Customer in an Order, as updated from time to time.
Agreement: The contract between the parties incorporating the Sales Order Form, these Terms of Service, our Data Privacy Policy, our Cookie Policy, and any amendments from time to time.
Personal Data: Any information that relates to an identified or identifiable living individual. Different pieces of information, which collected can lead to the identification of a person, also constitute personal data.
Party or Parties: A party or parties to this Agreement, its successors and assigns or any person acting on behalf of and with the authority of the parties to this Agreement.
Customer Success Representatives: A member or members of Anova Customer Success team:
User Profile: A combination of user permissions that enable an User to access Services and/or Applications or features with an Application, e.g. create other users.
Legal Representative: A natural person legally bound to represent the Customer. This person may have a User Account.
Service(s): May includes (a) use of one or more monitoring Product(s) (b) wireless connectivity for the Product(s), (c) access to software for viewing collected data, and (d) customer service through Anova’s support centers.
“Product”: Means the hardware devices and accessories provided to Customer under this Agreement or another Agreement.
“Carrier”: means any third-party provider of products, services, or facilities utilized by Anova.
4) Your account
To use the Platform, you are required to have a user account. User accounts are created by Anova Customer Success Representatives and/or by You in case your User Profile have been assigned with that feature. An activation email is sent to You (the user) upon account registry. You are required to activate the account by following the instructions provided by us.
a) Account eligibility
To have an account and use the Anova Platform, Service(s) and/or Application(s) You must:
- Agree to be bound to these Terms of Service, all applicable laws, and regulations, and agree that You are responsible for obeying any laws which apply to You.
- Be of legal age to enter a binding agreement.
- If the Customer is a Corporation, a Governmental Organization, or other Legal Entity, have the right, power and authority to enter this Agreement on behalf of the Customer and bind the Customer to its terms, namely allowing Anova’s staff to create accounts on behalf of the Customer.
- Provide true, complete, and up-to-date contact and billing information.
b) Acceptable use
You must act reasonably and responsibly when using Your account. For example, You must not use it (directly or indirectly) as follows:
- for illegal purposes (for example, committing fraud).
- in a way that may likely cause harm to our ability to provide our services.
- to control or use an account other than Your own.
c) Account security
As the Customer You acknowledge that You will:
- Make sure You close the Anova App/Web portal when You are not using it.
- Keep Your mobile phone and email account secure with a strong password or passcode.
- Keep Your account security details safe and will not share them with third parties.
- Regularly change Your Anova Platform password and passcode.
- Notify us immediately if Your security details have been breached or compromised and that You will change Your password and passcode as soon as possible.
It is Your sole and exclusive responsibility to make sure that Your account security details are kept safe. Anova shall not be responsible for any abuse or misuse of Your account by third parties due to Your disclosure, whether intentional, accidental, active or passive, of Your security details to any third party.
d) Account closure
Your account can be closed by Your request if You are the Legal Representative or on Your behalf by the same entity that originally created Your account.
If the Customer is a Corporation, a Governmental Organization, or other Legal Entity, and the User is entitled as Legal representative than the User may request account closure of accounts for another User in its Legal entity.
If Customer fail to pay agreed fees associated with the use of the Platform, Service(s) and/or Application(s) and remain delinquent for more than 90 days.
We also reserve the right to close Your account, without prior notice, in exceptional circumstances. Exceptional circumstances include the following:
- if You have broken these Terms of Service in a serious or persistent way and You have failed to rectify the position within a reasonable time.
- if we have good reason to believe that if You continue to use Your account that it could damage our reputation or goodwill.
- if we must do so under any law, regulation, court order or instruction from any law enforcement authority or regulator.
e) Account Suspension
Anova may suspend your account in the event that:
- Anova suspects that You or other Users in Your Legal Entity are in breach of any term of the Agreement;
- Anova reasonably believes that the account suspension is necessary to protect the availability of the Platform, Services and Applications to Anova’s customers;
- Anova determines that such suspension is necessary in order for Anova to repair, maintain or service any software, equipment or system used to supply all or any portion of the Platform, Services, Applications and provides notice to You
- Anova determines that it must suspend the account in order to comply with applicable Law or order issued by a court or government of competent authority.
5) Subscription Term, Fees & Payment
a) Subscription term
The initial term of the Platform service starts on the date the Platform, Service(s) , Application(s) is made available for Your use and continues until the end of the term stated in the Order.
b) Trial Period
In case of Trials, you may have been served with specific Terms of Service for the Trial that override these Terms of Service. After the Trial period ends, the acceptance of these Terms of Service are implicit
c) Payment
Payment fees are due for the usage of the Platform, Service(s) and Application(s) as established in Your Customer Order.
6) Privacy Policy
Your privacy is important to us. Please read our Privacy Policy and our Cookies Policy for information regarding how we collect, use, and disclose your Content and Personal Data and protect your privacy.a) Permission to process personal information
To provide our services and products under this Agreement we need to collect and hold information about You. Under data protection law, we are the Data Processor of Your Personal Data. For more information about how we use Your Personal Data, see our Privacy Policy.
By entering into the Agreement, You are giving us permission to gather, process and store Your Personal Data for the purpose of providing our services to You. This does not affect any rights and obligations You or we have under data protection law.
You can withdraw Your permission by closing Your account, which will end the Agreement between You and us. If You do this, we will stop using Your Personal Data for the purpose of providing our services, but we may need to keep Your Personal Data for other legal reasons.
7) General
a) Intellectual property rights
All the intellectual property in our products and services, such as the Platform, Service(s), Application(s), website, logo, and designs, belong to Anova. It is prohibited for any third party to make use any of Anova’s intellectual property, except to use such products and services. Anova shall retain all rights, title and interest (including intellectual property rights) in the Services, all data that is transmitted or generated by the Products and Services, and all related documentation. Anova reserves the right to use data derived from its applications and provision of Service for communications, whitepapers, and such other uses as reasonably determined by Anova while protecting any Customer confidential information. Anova will have no obligation to maintain backups of any data, except for what is needed to comply with our data retention SLA as stated in SLA section.
b) Governing Law, Jurisdiction
The Terms of Service and the legal relationship between You and Us shall be exclusively governed in all respects, including as to validity, interpretation and effect, by the Laws of the State and/or Country of Anova’s Affiliated company from where Your Order was provisioned.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, it shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
c) Service level agreement (SLA)
Anova will use commercially reasonable efforts to meet the service objectives set forth in the table below:
| Anova Platform, Services and Applications availability (annual) | 99.9% |
| Customer Success availability | Office hours Monday to Friday |
| Data retention for GDPR compliance | 5 years |
Measurement of Anova’s performance under the service objectives will not include unavailability relating to (a) cellular networks, (b) the Internet, (c) customer equipment, software, network, systems or devices, (d) any device, or (e) other equipment, software, networks, systems or devices outside the control of Anova. Anova will use commercially reasonable efforts to (i) perform scheduled maintenance that may impact SLA outside of normal business hours; and (ii) notify Customer of any such maintenance in advance.
Anova may offer differentiated SLA’s based on specific Customer Orders. Please relate to the specific SLAs.
d) Warranties and disclaimers
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. ANOVA DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, COMPLETE, SECURE, OR ERROR FREE.
e) Limitations of liability
NEITHER ANOVA NOR ITS CARRIERS SHALL BE RESPONSIBLE OR LIABLE FOR INTERRUPTIONS OF SERVICE DUE TO LIMITATIONS OR UNAVAILABILITY OF WIRELESS NETWORK OR OTHER DATA INFRASTRUCTURE, OR FOR THE SECURITY OF DATA TRANSMISSIONS. CUSTOMER WILL ACCESS CERTAIN OF THE SERVICES THROUGH COMMUNICATIONS FACILITIES CONNECTED TO THE INTERNET (WHETHER WIRED OR WIRELESSLY). CUSTOMER ACKNOWLEDGES AND AGREES THAT (I) THERE ARE RISKS INHERENT TO THE PROVISION AND RECEIPT OF INTERNET HOSTED SERVICES; (II) THE SERVICES WILL NOT BE UNINTERRUPTED, ERROR-FREE OR SECURE; AND (III) THIRD PARTIES MAY ATTEMPT TO GAIN UNAUTHORIZED ENTRY INTO ELEMENTS OF THE SERVICES, WHICH MAY RESULT IN THE DISCLOSURE OF CUSTOMER DATA OR OTHER CONFIDENTIAL INFORMATION OF CUSTOMER. ACCORDINGLY, THE PARTIES AGREE THAT ANOVA WILL BEAR NO LIABILITY OR RESPONSIBILITY WHATSOEVER RELATED TO THE RISKS DESCRIBED HEREIN AND CUSTOMER HEREBY RELEASES ANOVA FROM ANY SUCH LIABILITY OR RESPONSIBILITY THAT MAY ARISE IN CONNECTION THEREWITH.
ANOVA IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED, ACCESSED OR RECEIVED BY CUSTOMER THROUGH ANOVA’S PROVISION OF THE SERVICES, EXCLUDING CONTENT ORIGINATING FROM ANOVA.
IN NO EVENT WILL ANOVA OR ITS SUBCONTRACTORS BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITIES IF AND TO THE EXTENT CAUSED BY THE FAILURE OF CUSTOMER, ITS AFFILIATES OR THEIR RESPECTIVE CONTRACTORS TO PERFORM THEIR RESPONSIBILITIES HEREUNDER.
ANOVA SHALL NOT BE LIABLE TO CUSTOMER FOR DAMAGES ARISING FROM USE OF THE SERVICE, LOST DATA, LOSS OF PRIVACY, OR INTERRUPTION OR FAILURE OF THE SERVICE. EXCEPT FOR BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, SALES, REVENUE, OR PROFITS REGARDLESS OF THE FORESEEABILITY. IN NO EVENT SHALL ANOVA’ TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE CUMULATIVE AMOUNT PAID TO ANOVA BY CUSTOMER DURING THE 2 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE SUBJECT CLAIM.
8) Force Majeure
Neither party shall be liable for failure to perform hereunder if such failure is attributable to an act of God, act of government, war, terrorism, civil disturbance, fire, flood, power outage, casualty, pandemic, or any other condition beyond the non-performing party’s reasonable control, but only for the time and to the extent such failure is occasioned by such a condition.
9) Assignment
You shall not assign any rights granted to You under these Terms of Service, without the prior written consent from us. Any assignment or transfer in violation of this section will be void.
Anova may assign its rights under these Terms of Service to an affiliate.
Subject to the foregoing, these Terms of Service, and the rights and obligations of You and Anova, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives.
10) Contact us
If You have a question or a complaint about the Anova Platform, please contact us at:
Anova (Portugal)Quintas das Varandas
Av. Cónego Urbano Duarte 65
3030-243 Coimbra, Portugal Email: support@anova.com
Tel.: +351 916 290 382
If You have a question about Anova’s collection or use of personal information, please see Anova’s Privacy Policy or contact Anova by using the contact details above.
Copyright 2020 Anova. All rights reserved
Schedule I
Governing Law, Jurisdiction for US
Governing Law/Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. Any controversy or claim arising out of this Agreement must be exclusively brought in either the Superior Court of New Jersey, Morris County or the State or Federal Courts located in New Castle County, Delaware, provided, that Anova may bring suit against Customer in any court having jurisdiction over Customer.
Export Regulation
Customer shall comply with all applicable laws, regulations, and rules regarding the U.S. Export Administration Act, and complete all required undertakings, including obtaining any necessary export license or other governmental approval, prior to exporting or re-exporting the Products or using the Services outside the United States. Anova may require that Customer provide Export Compliance and End-Use/End-User certifications prior to delivery of any Products or Services.
Schedule I
Governing Law, Jurisdiction for Portugal Orders
You and Anova (individually, the ‘Party’; collectively, the ‘Parties’) shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with the Terms of Service (including non-contractual disputes or claims).
Any dispute not resolved within ninety (90) days shall be finally settled by arbitration in accordance with the arbitration laws in Portugal (Law n.º 144/2015 of Portugal in context of the European directive 2013/11/UE) in force as at the date of the Terms of Service. For the avoidance of any doubt:
- The number of arbitrators shall be one (1).
- The place of arbitration shall be Portugal.
- The language to be used in the arbitral proceedings shall be English.
- The governing law of the Terms of Service shall be the Laws of Portugal.
- The arbitration award shall be final and binding.
The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgement upon the award may be entered by any court having jurisdiction thereof and having jurisdiction over the relevant Party or its assets. The Parties will each pay the respective fees and expenses for legal assistance.
Any dispute arising out of or related to the Terms of Service is personal to the Parties and shall not be brought as a class arbitration, class action or any other type of representative proceedings. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Furthermore, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.