Zeitdice Inc. Proprietary and Confidential
Date: June 13th, 2015
ZEITDICE TERMS OF SALE
IMPORTANT – PLEASE READ BEFORE PLACING YOUR ORDER
THESE TERMS OF SALE (“TERMS OF SALE”) FORM A LEGAL AGREEMENT BETWEEN ZEITDICE INC (“ZEITDICE”, “US”, “WE”, “OUR”) AND YOU. THE TERM “YOU” REFERS TO THE PERSON OR ENTITY VISITING, BROWSING OR OTHERWISE ACCESSING OUR STORE. BY PLACING AN ORDER FOR OUR TIMELAPSE CAMERAS (“THE PRODUCTS”), INCLUDING THROUGH OUR ONLINE STORE AT HTTP://WWW.ZEITDICE.COM (THE “STORE”), YOU ARE ACCEPTING AND AGREEING TO THESE TERMS OF SALE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS OF SALE. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OF RESIDENCE TO PURCHASE AND USE THE PRODUCTS AND TO ENTER INTO THESE TERMS OF SALE. IF YOU ARE PLACING AN ORDER ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SALE. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS OF SALE, YOU SHOULD NOT PLACE AN ORDER FOR OR PURCHASE THE PRODUCTS.
We reserve the right to change these Terms of Sale at any time, so please review the Terms of Sale each time prior to making a purchase from the Store. Every time you order the Products from us, the Terms of Sale in force at that time will apply between you and us. If you have any questions regarding these Terms of Sale, you can contact us at: http://www.zeitdice.com
As a consumer, you have certain legal rights. The disclaimers, exclusions, and limitations of liability under these Terms of Sale will not apply to the extent prohibited by applicable law. The laws of some jurisdictions, such as Quebec, do not allow the exclusion or limitation of legal warranties and representations made concerning goods and services (including exclusions or limitations relating to products that are faulty or not as described, or of incidental or consequential damages or other rights). For a full description of your legal rights you should refer to the laws applicable in your country or jurisdiction. Nothing in these Terms of Sale will affect those legal rights.
Although the Store is accessible worldwide, the Products offered on the Store may not be designed and tested for use in your country or jurisdiction. If you choose to purchase and use the Products, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country or jurisdiction. You understand and accept that the Store and the Product may not be designed for use in your country and some or all of the features of the Store or the Products may not work or be appropriate for use in your country or jurisdiction. To the extent permitted by applicable law, we accept no responsibility or liability for any damage or loss caused by your access or use of the Store or the Products.
1. Use of the Products.
You may only use the Products in compliance with applicable law (including applicable privacy and intellectual property laws). We are not liable or responsible if you break any such law. The Products are not designed or intended for situations that require a high frame rate of capture, high reliability, or real-time access to content captured by the Products.
2. Trial Product.
You acknowledge that the Products are still under development by us or our suppliers. Accordingly, the Products may not be fully tested and may contain bugs or errors. In addition, we may revise or discontinue the Products at any time without notice to you and may ship the Products that have the functionality and performances of the Products ordered but contain changes or differences from the Products described on the Store.
By using a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use your payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your order, you can do so at any time by contacting us at: http://www.zeitdice.com
4. Availability and Pricing.
All Products offered on the Store are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Products without prior notice. Prices for the Products are subject to change at any time, but changes will not affect any order for the Products you have already placed.
If the Products are unavailable, we may still accept your order. However, we will not ship the Products to you until the Products are available for us to fulfill your order, at which time, we will charge you for the Products based on your payment method of choice as described in Section 3. Before we ship you the Products, you may cancel your order and you will not be charged. We also reserve the right to cancel your order for any reason at any time prior to shipping you the Products.
5. Sales Tax.
Depending on the order, we calculate and charges sales tax in accordance with applicable laws.
6. Resale and Title Transfer.
Purchases made on the Store are intended for end users only, and are not authorized for resale. Title for the Products purchased from the Store passes to the purchaser at the time of delivery by us to the freight carrier, and we will not be responsible for any Product loss or damage that occurs when the Product is in transit to you.
7. Shipping and Delivery.
Prices for the Products do not include shipping, handling, or applicable environmental disposal fees. Our delivery charges and methods are as described on the Store from time to time. In Canada, we offer the following methods of shipment: Canada Post. Any shipping or delivery dates we provide you with are estimates only and not a guaranteed delivery date for your order. Refused deliveries will be returned to our warehouse. It may take up to 30 days for the returned items to be identified as refused and processed for a refund.
8. Returns and Exchanges.
If, for any reason, you want to return the Product you purchased from the Store for a refund or exchange, you must notify us no later than 30 days following the date of purchase (the "Refund and Exchange Period"). In addition, the Product must be in the same condition and in the original packaging that we shipped to you.
To initiate a return, you must inform us of your decision within the Refund and Exchange Period by sending an email to our return and exchange department at firstname.lastname@example.org that contains: (a) the subject title, “Return or Exchange Request”; (b) your full name and address; (c) your order number; and (d) your reasons for the return or exchange.
We will provide you with an exchange or return receipt (the “Return or Exchange Receipt”) that must be included with your return shipment to us so that we can identify your shipment and with a return address. To receive a refund, you must return your Product with the Return or Exchange Receipt within the 30 days following the day on which you notify us that you desire to return your Product. Unless the Product is faulty, as determined by us in our sole discretion, you will be responsible for all costs associated with returning the Product to us (including the cost of shipping the Product back to us). If you have returned the Product to us for a refund, we will refund the price you paid for the Product plus the original delivery cost. If you have returned the Product to us for an exchange, we will send you a replacement Product.
We will process the refund or exchange as soon as we are able to reasonably do so and, in any case, within 30 days from the date of receipt by us of the returned Product. The Product is not eligible for a refund after the Refund and Exchange Period.
We grant you a personal, revocable, non-exclusive license to access and use our software shipped with the Products or downloaded from the Store, including our “ZEITMachine” software (the “Software”) solely to operate the Products in accordance with these Terms of Sale.
You may not separate any embedded software from the Products. Except as expressly permitted under these Terms of Sale, you may not, nor may you assist any other person or entity to, distribute, assign, use or sublicense the Software or the Products, or access, translate, convert to another programming language, decompile, reverse engineer or disassemble any portion of the Software or the Products, or otherwise attempt to derive source code of any software included with or related to the Products provided in non-human readable form.
All right, title and interest in the intellectual property embodied in the Products, the Software, the Store, and all content available on the Store (the “Zeitdice Property”) are owned by us or our suppliers and licensors and may be protected by copyright, trademark, patent and trade secret law and international treaties.
We expressly reserve all rights in and to the Zeitdice Property that are not specifically granted to you. You acknowledge that all right, title and interest in and to the Zeitdice Property, and any update, adaptation, translation, customization, or derivative works thereof, and intellectual property rights therein, whether based partly or wholly on any Feedback, will remain with us (or our third party suppliers and licensors, if applicable), and that the Software is licensed and not “sold” to you.
You will not remove any proprietary notices from the Zeitdice Property without our prior written approval.
By submitting feedback to us, including any reviews, questions, comments, suggestions, ideas or similar information (collectively, “Feedback”), you grant us and our affiliates, a worldwide, non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Feedback throughout the world in any media, now known or hereafter devised. You further grant us the right to pursue at law any person or entity that violates your or our rights in the Feedback. You acknowledge and agree that all Feedback is non-confidential and non-proprietary.
12. Warranties and Disclaimers.
As far as permitted by applicable law, the Zeitdice Property is provided on an "as-is" and “where-is” basis, with all faults and without representations, warranties and conditions of any kind, either express or implied, statutory or collateral, including, without limitation, any representations, warranties or conditions of title or implied warranties of merchantability, merchantable quality, compatibility, title, security, reliability, completeness, quiet enjoyment, accuracy, quality, integration, non-infringement, or fitness for a particular purpose and any representations, warranties and conditions arising from course of dealing or usage of trade or that the Zeitdice Property will be error-free or will operate without interruption. The Zeitdice Property is not fault-tolerant and not designed, manufactured or intended for use in extreme temperature or weather conditions, security surveillance, life support, emergency situations or hazardous activities. You use the Zeitdice Property is at your own discretion and risk.
We provide no representation, warranty and condition regarding the life of the batteries used in the Products. The battery life of the Products may vary depending on a number of factors, including the temperature, configuration, usage, and age of the Product.
13. Limitation of Liability.
Nothing in these Terms of Sale and in particular within this "Limitation of Liability" section will attempt to exclude or limit liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) WE, OUR AFFILIATES, OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRACTORS, SUCCESSORS AND PERMITTED ASSIGNS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO US FOR THE PRODUCT AT ISSUE IN THE PRIOR SIX (6)MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. WE DISCLAIM ALL LIABILITY OF ANY KIND OF OUR LICENSORS AND SUPPLIERS.
You will defend, indemnify and hold harmless us, our affiliates, and all of our officers, directors, employees, agents, representatives, subcontractors, successors and permitted assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
(a) your breach of any of your representations, warranties, conditions or obligations under these Terms of Sale or any documents referenced in these Terms of Sale;
(b) your violation of any law or the rights of a third party (including, without limitation, privacy or intellectual property rights); and
(c) your use of the Products in a manner that such Products are not designed for or intended to be used, as described in these Terms of Sale and in any instructions or guidelines provided by us to you.
15. Data Protection.
By placing an order for the Products, you agree and understand that we may store, share, process and use data collected from your order for the purposes of processing the order and performing other activities, tasks, and functions described in these Terms of Sale. You agree and understand that we may also share such data globally with its subsidiaries and third party service providers in connection with your order. For example, we work with other third party companies that help us provide the Products to you, such as freight carriers and credit card processing companies, and we may share certain information concerning you with these companies for this purpose.
Neither these Terms of Sale nor any rights or obligations in these Terms of Sale may be assigned or delegated (whether by operation of law or otherwise) by you without our written consent. We may assign these Terms of Sale or any rights under these Terms of Sale to any third party without your consent. Any assignment in violation of this Section 16 will be void. These Terms of Sale will inure to the benefit of and be binding upon you and us, and our permitted successors and assigns.
17. Electronic Communications.
You are communicating with us electronically when you use the Store or send email to us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you order in the Store, we collect and store your email address. From that point forward, your email address is used to send you information about our products and services unless you opt-out of such emails using the opt-out link in the emails.
We may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your most recent order, sending mail to the address associated with your most recent order, or posting of such notice on the Store. We are not responsible for any automatic filtering you or your network provider may apply to email notifications. We recommend that you add @Zeitdice.com URLs to your email address book to help ensure you receive email notifications from us.
19. Force Majeure.
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Sale that are caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
20. Export Restrictions.
You acknowledge that the Products may be subject to applicable import and export laws and regulations of Canada and other countries. You will comply with such laws and regulations. At our request, you will sign written assurances and other export-related documents as may be required for us to comply with any applicable export regulations (including Canadian export regulations).
If any part of these Terms of Sale becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of these Terms of Sale will remain in full force and effect.
The obligations in Sections 1, 2, 6, and 9 through 24 will survive any expiration or termination of these Terms of Sale.
23. Waiver and Amendment.
Failure or delay by us to enforce any these Terms of Sale will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof. No modification, amendment or waiver of any provision of these Terms of Sale will be effective unless in writing and signed by an officer of ours.
24. Governing Law and Jurisdiction.
These Terms of Sale are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Except as restricted by applicable law, you agree to submit to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes.
Notwithstanding the foregoing, if a dispute arises between you and us, you agree that you will notify us about any dispute you have with us related to these Terms of Sale by contacting us.