SensorLogic Inc.
TERMS OF PURCHASE

Last Updated September 1, 2021

‍THESE TERMS OF PURCHASE (“AGREEMENT”) WILL GOVERN YOUR PURCHASE OF SENSORLOGIC HARDWARE AND SENSORLOGIC SERVICES (BOTH DEFINED BELOW) AND IS ENTERED INTO BETWEEN SENSORLOGIC, INC. (“SensorLogic”) AND THE BUSINESS YOU REPRESENT (“CUSTOMER”). THIS AGREEMENT TAKES EFFECT WHEN YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU MAY SHOW YOUR AGREEMENT TO AND ACCEPTANCE OF THESE TERMS BY EITHER EXECUTING AN ORDER FORM OR STATEMENT OF WORK REFERENCING THIS AGREEMENT, CLICKING THE CHECK BOX LINKING TO THIS AGREEMENT, OR OTHERWISE ACCESSING OR USING THE SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY AND ARE AUTHORIZED TO BIND THE CUSTOMER TO THIS AGREEMENT. NO TERMS OR CONDITIONS SET FORTH IN ANY CUSTOMER ORDER FORM, TO WHICH NOTICE OF OBJECTION IS HEREBY GIVEN, OR IN ANY FUTURE CORRESPONDENCE BETWEEN CUSTOMER AND SENSORLOGIC WILL ALTER OR SUPPLEMENT THIS AGREEMENT UNLESS BOTH PARTIES HAVE AGREED IN WRITING TO MODIFY THIS AGREEMENT. NEITHER SENSORLOGIC’S COMMENCEMENT OF PERFORMANCE NOR DELIVERY WILL BE DEEMED OR CONSTRUED AS ACCEPTANCE OF CUSTOMER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS.

1. DEFINITIONS

1.1 “SensorLogic Hardware” means any device ordered by Customer from SensorLogic hereunder.  

1.2 “SensorLogic Products” means, collectively, the SensorLogic Hardware and the SensorLogic Services.

1.3 “SensorLogic Services” means those subscriptions to SensorLogic software maintenance and ongoing support services ordered by Customer from SensorLogic hereunder.

2. SALES

2.1 Sale of SensorLogic Hardware.  Subject to the terms and conditions of this Agreement, SensorLogic hereby sells to Customer the ordered SensorLogic Hardware. The SensorLogic Hardware is sold to Customer solely for use by Customer in connection with SensorLogic Services.  

2.2 Sale of SensorLogic Services. SensorLogic Services are sold on an annual or other specified period (each, a “Service Term”). The initial Service Term starts when Customer purchases the SensorLogic Services. If Customer and SensorLogic have signed an order for SensorLogic Services, the Service Term will renew according to the terms of such order. If Customer has purchased the SensorLogic Services through a different method, the Service Term will automatically renew for successive periods of the same length as the initial Service Term.

2.3 Acceptance.  SensorLogic reserves the right to accept or reject orders, in whole or in part, in its sole discretion, or to cancel any order previously accepted if SensorLogic determines that Customer is in default, Customer is in a location where SensorLogic cannot provide SensorLogic Products, or otherwise.  

2.4 Fulfillment of Orders and Invoicing.  SensorLogic will use commercially reasonable efforts to fill orders by Customer promptly upon acceptance by SensorLogic.  SensorLogic retains the right to fulfill orders in part, based upon a SensorLogic-approved schedule.  Any Customer requests for partial fulfillment are subject to approval by SensorLogic.  SensorLogic will not be liable for any failure to deliver SensorLogic Products by any particular date or if the specified SensorLogic Product has not been commercially released.  

2.5 Shipment Terms.  All SensorLogic Hardware delivered pursuant to this Agreement will be suitably packed for shipment in SensorLogic’s standard shipping cartons, marked for shipment, and delivered to Customer or its carrier agent EXW (Incoterms 2010) from SensorLogic’s facility, at which time title and risk of loss will pass to Customer.  SensorLogic will select the carrier, unless the carrier chosen by SensorLogic will not fulfill the delivery, in which case Customer’s choice of substitute carrier is subject to SensorLogic approval.  Customer will pay all freight, insurance, and other shipping expenses, as well as any special packing

3. PAYMENTS

3.1 Prices and Fees. The price of the SensorLogic Hardware and the fees for the SensorLogic Services are set forth on the signed order form or on the order confirmation page prior to finalizing the purchase. Customer agrees to pay SensorLogic the amounts indicated for the SensorLogic Hardware and SensorLogic Services Customer selects. The price of the SensorLogic Hardware will be charged to the Payment Method (defined below) upon checkout, and the cost of freight, insurance, and other shipping expenses, as well as any special packing expense, will be charged to the Payment Method upon shipment. The fees for the SensorLogic Services will be charged to the Payment Method upon checkout and will cover fees for the initial Service Term. If the Service Term renews, the fees for any renewal Service Terms will be the then-current fee applicable to the SensorLogic Services and will be charged to the payment method upon renewal, unless otherwise agreed in writing between Customer and SensorLogic. Customer authorizes SensorLogic to charge the Payment Method for the prices and fees described above. Customer may upgrade, downgrade or cancel the selected SensorLogic Service plan at any time. Plan downgrades or cancellations will take effect only at the end of the then-current Service Term and must be made at least 3 business days prior to the next renewal of the Service Term (if any) in order to avoid billing of the next renewal Service Term’s fees at the prior rate. Customer will not receive a refund or credit for the remainder of the Service Term in the event of any downgrade or cancellation during a Service Term. SensorLogic Service upgrades will take effect immediately and Customer will be charged a prorated fee for the remainder of the then-current term based on the difference in price between the current plan and the upgraded plan.  Stated fees do not include any related taxes, duties and similar charges (including without limitation sales and use taxes, duties or other governmental taxes or fees), all of which are Customer’s responsibility and will be charged to Customer’s Payment Method in addition to the fees.

3.2 Payment Method. SensorLogic may, from time to time, offer various payment methods, including without limitation payment by wire transfer, ACH, credit card, by debit card, by certain mobile payment providers or by using PayPal. Customer authorizes SensorLogic to charge Customer for SensorLogic Products through the payment method selected by Customer when purchasing the SensorLogic Products (the “Payment Method”) and Customer agrees to make payment using such Payment Method(s). SensorLogic may, from time to time, receive and use updated payment method information provided by Customer or that financial institutions or payment processors may provide to SensorLogic to update information related to the Payment Method(s), such as updated expiration dates or account numbers. Certain Payment Methods, such as credit cards and debit cards, may involve agreements between Customer and the financial institution, credit card issuer or other provider of the chosen Payment Methods (the “Payment Method Provider”). If SensorLogic does not receive payment from the Payment Method Provider, Customer agrees to directly pay all amounts due upon demand from SensorLogic. Customer’s non-termination or continued use of the SensorLogic Services reaffirms that SensorLogic is authorized to charge the Payment Method for each renewal Service Term.

3.3 Current Information Required. Customer agrees to provide current, complete and accurate billing information and agrees to promptly update all such information (such as changes in billing address, credit card number or credit card expiration date) as necessary for the processing of all payments that are due to SensorLogic. Customer agrees to promptly notify SensorLogic if the selected Payment Method is canceled (for example, due to loss or theft) or if Customer becomes aware of a potential breach of security related to any Payment Method. If Customer fails to provide any of the foregoing information, Customer acknowledges that its current Payment Method may continue to be charged for SensorLogic Products and it remains responsible for all such charges.

3.4 Payment Matters. If the Payment Method fails or Customer’s account is past due, SensorLogic reserves the right to withhold shipment of SensorLogic Hardware and to either suspend or terminate Customer’s use of the SensorLogic Services. Customer agrees to submit any disputes regarding any charge to its account in writing to SensorLogic within 60 days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Customer agrees to reimburse SensorLogic for all collection costs.  SensorLogic reserves the right to charge Customer interest at a rate of 1.5% per month on any overdue amounts, or the maximum rate permitted by applicable law, whichever is lower. All fees and charges are nonrefundable and there are no refunds or credits for shipped SensorLogic Hardware or any partially used Service Terms except (a) as expressly set forth in this Agreement or a separate written agreement between SensorLogic and Customer; (b) as otherwise required by applicable law; or (c) at SensorLogic’s sole and absolute discretion. All prices for SensorLogic Products are subject to change without notice.

4. TERMS OF SERVICE

4.1 Service Term. Service Term will start, renew and end according to the terms outlined above. The Service Term is also subject to termination according to the SensorLogic Terms of Service.

4.2 Terms of Service. The SensorLogic Services and SensorLogic Hardware are further subject to the terms of the SensorLogic Terms of Service, which is incorporated into and made a part of this Agreement. SensorLogic Hardware is sold with the warranty set forth in the SensorLogic Terms of Service. Sections 8, 9, and 10.1-10.13 of the SensorLogic Terms of Service apply to this Agreement as if set forth herein.

4.3 Entire Agreement.  This Agreement, together with the SensorLogic Terms of Service is the final and complete expression of the agreement between these parties regarding the SensorLogic Products.  This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement.  No employee, agent, or other representative of SensorLogic has any authority to bind SensorLogic with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement.  No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

4.4 Updates to this Agreement. From time to time, SensorLogic may change, modify, add, or remove portions of this Agreement (each an “Update”), and reserves the right to do so in its sole discretion. If SensorLogic Updates this Agreement, it will make the Updated Agreement available, and the Updated Agreement will indicate the date of the latest revision. Customer is encouraged to review this Agreement periodically for changes. In the event that Updates to this Agreement materially alter Customer’s rights or obligations hereunder, SensorLogic will make reasonable efforts to notify Customer of the Updates. For example, SensorLogic may send a message to Customer’s email address that is currently associated with its SensorLogic account or generate a pop-up or similar notification when Customer accesses its SensorLogic account for the first time after such material changes are made. All Updated Agreements automatically take effect 30 days after they are posted, except that (i) disputes between Customer and SensorLogic will be governed by the version of this Agreement that was in effect on the date the dispute arose and (ii) unless specifically agreed otherwise, if Customer does not agree with any changes to this Agreement, Customer may terminate this Agreement as set forth above. Customer’s continued access to or use of the Services after an Updated Agreement has become effective indicates that Customer has read, understood and agreed to the current version of this Agreement.