Terms and Conditions of Sale

At Ava Pods, we’re committed to making high-quality, thoughtfully designed lactation space solutions, privacy booths, and meeting pods - and to being an easy, reliable partner to work with. We believe clear expectations lead to better experiences on both sides. This document explains how purchasing equipment from Ava Pods works, including each party’s rights and responsibilities. While it’s more detailed than a typical website summary, it’s intended to be straightforward and transparent, so you know exactly what to expect. If you ever have questions, our team is here to help.

Please read this agreement carefully.  By placing an order with Ava Pods: (1) you agree to be bound by this Agreement; and (2) you acknowledge that this Agreement contains an agreement to arbitrate, meaning that you will not be able to bring a lawsuit concerning any dispute that is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, you and Ava Pods each agree to submit any dispute to an impartial arbitrator.

1. Our Agreement. The Product sales order(s), these Ava Pods Terms and Conditions of Sale, the Express Warranty (defined below), and the Product invoice(s) (collectively, this “Agreement”) constitute the entire binding agreement by and between the purchaser of the Products (“you”, or “your”) and Mamava, Inc. (dba Ava Pods) (“Ava Pods”) relating to your purchase and use of any of the following equipment or accessories (all such equipment and accessories, collectively, the “Products”):

If you are purchasing Products on behalf of an end user customer, you represent that you: (i) have the authority to bind the end user customer to this Agreement and (ii) accept this Agreement on behalf of yourself and the end user customer. This Agreement supersedes all other agreements and understandings, whether written or oral, by and between the parties relating to the purchase of the Products. Notwithstanding anything to the contrary, whether executing a purchase order, quotation, proposal, standing order, or letter of authorization, or by accepting delivery of the Products, you agree to be bound by and accept the terms of this Agreement. No additions, conditions, or modifications will be binding on Ava Pods unless agreed to in writing by Ava Pods. 

When you execute the Agreement, any of your Affiliates may purchase Products under this Agreement by issuing a purchase order to Ava Pods. In these cases, the Affiliate’s purchase will be subject to the terms and conditions of this Agreement to the exclusion of any other terms, and, with respect to the Products purchased by the Affiliate, Ava Pods' obligations and rights will run exclusively to the Affiliate, and the Affiliate’s obligations and rights will run exclusively to Ava Pods.  “Affiliate” means any other legal entity which directly or indirectly controls, is controlled by, or is under common control with, your legal entity. 

Certain Products offered by Ava Pods (by way of example, Nessel and Medela products) are manufactured by third parties. If you are purchasing a third-party Product from Ava Pods, Ava Pods is acting in the role of reseller with respect to such transaction. Any warranties or remedies with respect to such third-party Products are strictly limited to those provided by the applicable manufacturer, to the extent available, and are passed through to you. Ava Pods does not assume any obligations or liability greater than those provided by the applicable manufacturer.

These Ava Pods Terms and Conditions of Sale may be updated or amended from time to time by Ava Pods without notice to you; a copy of the updated terms will be available for your review at https://www.avapods.com/. You agree to be bound by the most recent version of the Terms. 

2. Purchase and Payment. (a) You agree to purchase the Products listed on the Sales Order, and Ava Pods agrees to make reasonable commercial efforts to sell the Products to you. 

(b) You agree to pay Ava Pods the Product purchase price (the “Price”) in accordance with the terms on the Sales Order. If you cancel a Sales Order for a custom Product after production has begun, Ava Pods will retain any portion of the Price paid by you in order to pay for materials and other fulfillment costs incurred prior to cancellation. If Ava Pods' costs exceed any Price already paid, you will liable for any additional costs and will promptly pay Ava Pods within 15 days of receipt of an invoice for such costs. You agree to send all payments to the address Ava Pods specifies in writing.

3. Shipping and Insurance. Orders for non-custom Equipment may be cancelled up to the point of shipping; non-custom orders are non-cancellable after shipment.  Orders for custom Equipment may not be cancelled once production of the Equipment has begun. Unless your Sales Order states otherwise: (i) all sales are made on an FOB Destination basis to the delivery address specified by you, and title and risk of loss pass to you on delivery; (ii) time is not of the essence, and Ava Pods does not guarantee that any Equipment will be shipped by a specific date.

Ava Pods' equipment shipping and handling charges reflect standard freight services, which assume delivery to a loading dock only. Upon prior written agreement and for an additional fee, you may arrange for additional shipping and handling services, which services may include inside delivery, airport, construction site, military base, trade show deliveries, limited access, holiday/weekend delivery, delivery outside of normal business hours, expedited or guaranteed service, notification prior to delivery, or large city delivery (ex., NYC, Boston, Seattle). If you require delayed delivery after order placement, your order will incur a daily storage fee of .85% of the total cost of the order until you are able to arrange for delivery.

4. Taxes and Duties. You are responsible for all sales, use, property and similar taxes, as well as any duties or tariffs related to the purchase and delivery of the Products.
5. Inspection and Acceptance. You are responsible for unpacking and inspecting all Products upon receipt. Unless you object within ten (10) days of receipt of the Products, specifying any defect in the Products, it will be conclusively presumed that you have fully inspected the Products and are satisfied with and have accepted the Products. Subject to Ava Pods' limited manufacturer’s warranty which may be found at http://www.avapods.com (the “Express Warranty”), all Product purchases are final and may not be returned.
6. Specifications; Installation/Assembly. You are responsible for reviewing the Product specifications at http://www.avapods.com to ensure that your location for the Product is suitable, in terms of ingress/egress, safety, lighting, structural support, protection from the elements and adequate access to required utilities. As between you and Ava Pods, and unless resulting from Ava Pods' gross negligence of willful misconduct, you are solely responsible and liable for: (i) ensuring that the installation and use of the Product complies all federal, state and local laws, rules, orders, permits and Ava Pods' installation and owner’s manual; (ii) all Product assembly, installation, maintenance and cleaning. 

If you purchase installation or assembly services from Ava Pods, your purchase will include up to four (4) hours of Product preparation and assembly time during normal business hours using non-union labor. Additional fees will apply if you require: Product installation or assembly outside of normal business hours; expedited installation or assembly; installation or assembly at a location that is 100 miles or more from the closest installer; Product parts to be carried up or down flights of stairs; or use of union labor. Additional fees will also apply if delivery or installation must be rescheduled due to your scheduling or communication errors. 

7. Your Responsibilities. Certain Products are covered by Ava Pods' Express Warranty, but you are responsible for ensuring the continual safety, privacy, accessibility, cleanliness, and legal compliance of the lactation, privacy, and meeting space(s) you provide for users. Accordingly, you represent and warrant that: (i) the placement, maintenance and use of the Products will comply with the instructions for use and the applicable specifications at http://www.avapods.com; (ii) you will not make any alterations to the Products; (iii) if purchased, you will install and use the Mamava VaRoom only in conjunction with a dedicated, maintained lactation space which complies with all federal, state, and local laws.
8. Intellectual Property; Limited Software License. All content on Ava Pods' website, including text, images, graphics, and logos, is owned by Ava Pods or its licensors and is protected by applicable intellectual property laws. Ava Pods' names, logos, and trademarks (including, but not limited to, the AVAPODS logos, Mamava, and VAROOM logo) may not be used without Ava Pods' prior written consent.

You agree not to alter, mask or remove any Ava Pods branding, signage, patent or other information attached to or displayed on the Products. If you purchase the VaRoom, you agree to prominently display the provided VaRoom Access decal and international breastfeeding symbol decal on the doorframe of the lactation space. You represent and warrant that any graphics, images or other materials you provide to Ava Pods for use on any customized Products will not infringe the intellectual property rights any third party, and you agree to indemnify Ava Pods against all third-party claims that these materials infringe intellectual property rights.

In consideration for your compliance with this Agreement, Ava Pods hereby grants you a nonexclusive, nontransferable, revocable personal license to use the software (if any) that comes embedded with the Product (“Software”) according to these terms and the software agreement at https://www.avapods.com/end-user-license-agreement. You acknowledge and agree that: (i) all right, title, and interest in and to the Software, including intellectual property rights associated therewith, are and will remain with Ava Pods; (ii) this Agreement only provides you with a limited right of use in accordance with the terms of this Agreement, which right may be revoked by Ava Pods in its sole discretion if you violate any of these terms; (iii) while Ava Pods has the right to automatically modify, update, or upgrade the Software, it has no obligation to do so. 

9. Warranty Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY: (I) THE PRODUCTS (INCLUDING ANY THIRD-PARTY PRODUCTS) ARE PROVIDED “AS IS”; (II) AVAPODS MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT) REGARDING ANY OF THE PRODUCTS; (III) ANY WARRANTIES APPLICABLE TO THIRD-PARTY PRODUCTS ARE LIMITED TO THOSE PROVIDED BY THE APPLICABLE MANUFACTURER OR SUPPLIER, IF ANY; AND (IV) AVAPODS DISCLAIMS ANY LIABILITY FOR LOSS, DAMAGE, OR INJURY TO YOU OR THIRD PARTIES AS A RESULT OF ANY DEFECTS, LATENT OR OTHERWISE, IN THE PRODUCTS.
10. Limitation of Liability. IN NO EVENT SHALL AVAPODS OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. EXCEPT FOR DAMAGES RESULTING FROM AVAPODS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AVAPODS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO AVAPODS FOR THE PRODUCTS.
11. Basis of the Bargain.  You acknowledge that Ava Pods has set its Prices and entered into the Agreement in reliance upon the limitations and exclusions of liability and the disclaimers of warranties in this Agreement, that these provisions are an essential part of the contract between the parties, and THAT AVAPODS' PRICES WOULD BE HIGHER IF YOU HAD NOT AGREED TO THESE PROVISIONS.
12. Default; Remedies. If you breach this Agreement or become insolvent, Ava Pods may terminate the Agreement and pursue any available legal or equitable remedies. Ava Pods' rights and remedies are cumulative and no delay or failure to enforce a right constitutes a waiver of that right. 
13. Notices. All notices under this Agreement will be in writing and (except for PO placement, invoice delivery, or delivery of other standard commercial documents, which may be via email) will be sent by registered mail: if to Ava Pods: Mamava, Inc. (dba Ava Pods), 50 Lakeside Ave, Mailbox 101, Burlington VT 05401, ATTN: TIME-SENSITIVE LEGAL NOTICE; if to you: to the address on the Sales Order.
14. Severability; Assignment. If any provision of the Agreement is determined by a arbitrator or court of competent jurisdiction to be in any way unenforceable, then it will be enforced to the maximum extent permitted by law, and the parties agree that the scope may be judicially modified accordingly and the remainder of this Agreement will remain in effect. This Agreement may not be assigned by you without Ava Pods' prior written consent, which will not be unreasonably withheld. This Agreement is binding on and inures to the benefit of the parties’ heirs, successors and permitted assigns.
15. Force Majeure. Ava Pods is not responsible for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of God, governmental actions, pandemics, strikes, wars, terrorist actions, supply chain disruptions, failure of communication lines or Internet service, etc.
16. Entire Agreement; Survival. This Agreement is the complete and exclusive agreement regarding the Products. Any amendment or waiver must be in writing and signed by the applicable party. Provisions that by their nature should survive delivery and payment - including remedies for nonpayment, limited warranties, limitations of liability, intellectual property rights, dispute resolution, and limitation on time to file claims - will survive.
17. AGREEMENT TO ARBITRATE; Governing Law and Jurisdiction. This Agreement is made in and will be governed by the laws of the State of Vermont. Any dispute between the parties in connection with this Agreement that is not settled to the parties’ mutual satisfaction shall be determined by recourse to mediation and, if necessary, arbitration before one arbitrator. The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures (Comprehensive Arbitration Rules and Procedures). Mediation and, if necessary, binding arbitration, may be conducted exclusively by written and telephonic submission and videoconferencing. If in person, all mediation or arbitration will take place in Burlington, Vermont. The parties will share the costs of the mediator and, if necessary, the arbitrator(s) equally. All individual attorney fees, witness costs and all other expenses of the parties will be the sole responsibility of the respective parties. In the event that the arbitrator rules in favor of one party, the arbitrator will have the right to also award the winning party costs and fees (including reasonable attorneys’ fees) in connection with the dispute. Following conclusion of binding arbitration, a judgment may be filed in the courts of the state in which the judgment debtor maintains its principal place of business or residence. By executing this Agreement, the parties expressly consent to the personal jurisdiction of those courts and give them the power and authority to enforce the arbitration award.
18. Limitation on Time to File Claims. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.