Tangram Robotics, Inc. dba Tangram Vision Terms Of Sale

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU.

PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER WITH TANGRAM ROBOTICS, INC. DBA TANGRAM VISION (herein, “Company”, “we”, “us” “TANGRAM VISION” OR “TANGRAM”) FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM TANGRAM IF YOU

(A) DO NOT AGREE TO THESE TERMS,

(B) ARE NOT THE OLDER OF:

1. AT LEAST 18 YEARS OF AGE OR
2. LEGAL AGE TO FORM A BINDING CONTRACT WITH TANGRAM, OR

(C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

Order Acceptance and Cancellation

You agree that your order is an offer to buy, under these Terms, all Products and Services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you.

We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered.

Acceptance of your order and the formation of the contract of sale between Tangram and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by visiting our Contact page or by contacting us at support <at> tangramvision <dot> come.

Prices and Payment Terms

All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email (“Purchase Price”). Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, American Express and Discover for all purchases. You represent and warrant that:  (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

Taxes

Customer is responsible for paying all Taxes associated with its purchases hereunder. If Tangram has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Tangram will invoice Customer and Customer will pay that amount unless Customer provides Tangram with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Tangram is solely responsible for taxes assessable against it based on its income, property and employees.

Taxes, Customs, Duties, and Fees Outside Of The United States

If your shipping address is outside of the United States, your items will be shipped DDU ("delivered duty unpaid) and may be subject to taxes, customs duties and fees levied by the destination country (“Import Fees”).

If so, you are the importer of record in the destination country and are responsible for all Import Fees, to ensure that the Products can be lawfully imported, and to comply with all laws and regulations of the destination country.

Shipments; Delivery; Title and Risk of Loss

We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.

Title and risk of loss pass to you upon transfer to our carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

Returns and Refunds

Except for any products designated on the Site as non-returnable, We will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 30 (“thirty”) days of delivery and provided such products are new, unopened, and returned in their original condition.

To return products, you must first obtain a Return Merchandise Authorization ("RMA") number from our Returns Department by visiting our contact page, or emailing support <at> tangramvision <dot> com. No returns of any type will be accepted without an RMA number.

Intellectual Property and Ownership

You acknowledge and agree that:

1. All uses on this Site of the terms "sell," "sale," "resell," "resale," "purchase," "price" and the like mean the purchase or sale of a product and/or software license. Each software product (including those embedded in hardware devices) and service marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license agreement.
2. You will comply with all terms and conditions of the specific license agreement for any product or service you obtain through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services.
3. You will not cause, induce or permit others' noncompliance with the terms and conditions of any of these product and service license agreements.
4. Tangram will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product's or service's license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to] the products or services made available through this Site[, or of any intellectual property rights relating to those products or services.

Goods Not for Resale or Export

You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. You represent and warrant that you are buying products or services from the Site for your own [personal or household] use only, and not for resale or export.

Products and services purchased from the Site may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, "Export Regulations").

LIMITED WARRANTY

Tangram warrants that, for a period of 90 (ninety) days from the date that the Products are delivered to you: (a) the Products will comply with Tangram’s specifications for such Products, and (b) the Products will be free from material defects in material, design and workmanship.

WE ALSO WARRANT THAT DURING THE WARRANTY PERIOD THE SERVICES PURCHASED FROM THE SITE WILL BE PERFORMED IN A WORKMANLIKE MANNER AND IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES.

WE LIMIT THE DURATION AND REMEDIES OF ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE DURATION OF THIS LIMITED WARRANTY.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO REPAIR, REPLACEMENT OR REFUND AS SET FORTH IN THIS WARRANTY STATEMENT.

THIS WARRANTY DOES NOT APPLY TO ANY SOFTWARE PROVIDED TO YOU. SOFTWARE IS PROVIDED “AS IS”, AND SUBJECT ONLY TO LICENSE TERMS APPLICABLE TO SUCH SOFTWARE.

NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT OR ADVICE PROVIDED BY US OR ANY OF OUR SUPPLIERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OR DURATION OF THIS LIMITED WARRANTY.

            Who May Use This Warranty?

This limited warranty extends only to the original purchaser of products and services from the Site and may not be transferred.

            What Does This Warranty Cover?

This limited warranty covers during the Warranty Period (as defined below) defects in materials and workmanship in products and services purchased from the Site.

            What Does This Warranty Not Cover?

This limited warranty does not cover any damages due to:

• transportation;
• storage;
• improper use;
• failure to follow the product instructions or to perform any preventive maintenance;
• modifications;
• combination or use with any products, materials, processes, systems or other matter not provided or authorized in writing by Tangram;
• unauthorized repair;
• normal wear and tear; or
• external causes such as accidents, abuse, or other actions or events beyond our reasonable control.

            What Is the Period of Coverage?

This limited warranty starts on the date of your purchase and lasts for ninety days (the "Warranty Period"). The Warranty Period is not extended if we repair or replace a warranted product or re-perform a warranted service. We may change the availability of this limited warranty at our discretion, but any changes will not be retroactive.

            What Are Your Remedies Under This Warranty?

With respect to any defective products during the Warranty Period, we will, in our sole discretion, either: (i) repair or replace such products (or the defective part) free of charge or (ii) refund the purchase price of such products.              

            How Do You Obtain Warranty Service?

To obtain warranty service, you must visit our Contact page, or email our Customer Service Department at support <at> tangramvision <dot> com during the Warranty Period to obtain an RMA number. No warranty service will be provided without an RMA number.

            What Can You Do in Case of a Dispute with Us?

The informal dispute resolution procedure detailed below and is available to you if you believe that we have not performed our obligations under this limited warranty or these Terms.

Limitation of Liability

THE REMEDIES DESCRIBED ABOVE ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND OUR ENTIRE OBLIGATION AND LIABILITY FOR ANY BREACH OF THIS LIMITED WARRANTY. OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE DEFECTIVE PRODUCT OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Dispute Resolution and Binding Arbitration

YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

If you prevail on any claim that affords the prevailing party attorneys' fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

Indemnity

You shall defend, indemnify and hold Tangram, its successors, assigns, officers, directors, employees and agents harmless from any and all claims, damages, judgments, settlements, losses or expenses, including but not limited to attorney’s fees and charges, and court and arbitration costs, arising out of or relating to these Terms (including without limitation (a) a claim of infringement of any intellectual property or proprietary right arising from your combination or use of the Products with software, interfaces, or other materials that are not supplied or specifically authorized by Tangram, (b) a claim respecting any injury, death or property damage in connection with your use or misuse of the Products, (c) any third party claim arising from your unauthorized or improper use or modification of the Products, and (d) any third party claim arising out of your material breach of these Terms). This indemnity obligation excludes any direct damages to the extent arising from the gross negligence or willful misconduct of Tangram.

Tangram will defend, indemnify and hold you harmless with respect to amounts required to be paid to a third party, and all costs, expenses, and liability, including without limitation attorney’s fees and court costs, arising from a claim that the Products furnished and used within the scope of these Terms infringe(s) such third party’s copyright, patent or other intellectual property right enforceable in the territory in which you have been authorized to use such Products. Notwithstanding the foregoing, Tangram shall have no liability for any claim of infringement to the extent based on: (a) use of a superseded or altered release or version of any Product if the infringement would have been avoided by the use of a current unaltered release or version of such Product that Tangram has, as of the time the claim arose, made commercially available at no charge to you or (b) any claim for which you are obligated to indemnify Tangram.

Each party’s indemnity obligations hereunder are conditional upon: (a) the indemnified party notifying the indemnifying party in sufficient time to allow the indemnifying party to protect its legal interests; (b) the indemnifying party having sole control of the defense and all related settlement negotiations, provided, however, that the indemnifying party shall act reasonably and in good faith to protect the indemnified party’s interests, and (c) the indemnified party providing the indemnifying party with the assistance, information and authority necessary to perform the indemnifying party’s obligations under this paragraph. Reasonable out-of-pocket expenses incurred by the indemnified party in providing such assistance will be reimbursed by the indemnifying party.

Privacy

We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

Assignment

You will not assign any of your rights or delegate your obligations under these terms without express written consent. Any purported assignment or delegation is null and void.

No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

Severability

If any provision of these Terms is be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

Contact Us

You can contact us by visiting our Contact page, emailing support <at> tangramvision <dot> com, or by calling our Customer Service Department at 650-209-0595.

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