Field of View LLC: Terms and Conditions of Sale
These Terms and Conditions of Sale (the “Terms and Conditions”) are an agreement between you (both the individual purchasing the product and any legal entity on whose behalf such individual is acting (the “Customer”)) and Field of View LLC (hereinafter “Field of View”). Customer and Field of View agree that the purchase and sales of Field of View hardware and software products (the “Products”) and hardware and software services and support (the “Services”) are made under these Terms and Conditions, and that Field of View shall not be bound by Customer’s additional or different terms. These Terms and Conditions shall be a legally binding contract, and Customer’s purchase and use of the Products and Services shall constitute acceptance of these Terms and Conditions.
PRICING AND PAYMENT
– All prices are quoted in US dollars, unless otherwise explicitly stated and are valid for thirty (30) days from the date of invoice. Product prices are exclusive of, and Customer shall be responsible for, the payment of all shipping charges, costs of freight, taxes, import fees, insurance, duties, value added taxes, and the like. If at any time the financial condition of Customer so warrants, or if Customer fails to make payment(s) when due, or defaults in any way, Field of View may either alter terms of payment, suspend credit and delay shipment or pursue any remedies available at law or under these Terms and Conditions. In such event, Field of View will be entitled to reimbursement from Customer for its reasonable expenses, including, but not limited to, collection fees, court costs and attorney fees associated with collection of past-due balances.
– Field of View warrants that the Products that Field of View manufactures will be free from defects in material and workmanship and conform in all material respects to their applicable specifications for a period of one (1) year from the date of shipment of the Products by Field of View to Customer (the “Warranty Period”), provided such Products are operated under normal conditions and in accordance with their applicable specifications during such Warranty Period. This warranty does not apply to any Products that have been (i) subject to misuse, neglect, or abuse, (ii) improperly installed or maintained, or (iii) repaired or altered by any party other than Field of View. The warranty period for Products repaired or replaced will be the balance of the Warranty Period. All warranty and technically support issues associated with any third-party cameras or products integrated with Products manufactured by Field of View must be handled directly with their respective manufacturer.
– Field of View’s sole obligation with respect to the foregoing Limited Warranty shall be to repair or replace any defective Product returned to Field of View, provided that an examination by Field of View discloses to Field of View’s reasonable satisfaction that the Limited Warranty covers such defect.
– Products purchased directly from Field of View can only be returned for a full refund if they are deemed by Field of View to have a manufacturing defect. Returns must be pre-authorized by emailing firstname.lastname@example.org and must be re-packed in their original shipping materials. Customers wishing to return products which have not been damaged or are not defective are subject to a minimum 15% restocking fee. Custom orders are not returnable. Shipping for returns will be the customer’s responsibility unless the products have been damaged in transit or have a manufacturing defect. Customer should inspect items immediately upon delivery and report any issues to email@example.com. Claims received after 30 days of delivery will not and cannot be processed.
– For the avoidance of doubt, the following terms and conditions are applicable to each of Field of View’s software (“Software”) and any and all software which is embedded in the Products (“Embedded Software”). Field of View grants to a Customer a non-exclusive license to use copies of the Software only on the Customer’s computer systems. This license may come with additional terms specific to the particular Software purchased. Purchase of the Geotility software grants to Customer a non-exclusive license to use the Geotility software on a maximum of two of Customer’s computer systems. Title to the medium on which the Software is recorded or stored is transferred to Customer, but not title to the Software or the Embedded Software. Customer shall not use, make, manufacture, or reproduce copies of Software or Embedded Software. All copyright notices shall be retained on all authorized copies of the Software and Embedded Software. Any breach of these Terms and Conditions, including a breach of the terms of this Software License, shall immediately void this Software License to Customer, and Field of View shall additionally be entitled to reimbursement from Customer for any damages caused by Customer’s unauthorized use of the Software, including for unlicensed use after the termination of this Software License. This reimbursement shall include, but not be limited to, collection fees, court costs and attorney fees associated with recovering the damages due to Field of View for unauthorized use of the Software.
– Field of View Software and Embedded Software uses a version numbering system in a three-digit format (such as 1.1.1). Any minor revisions of the software will result in a new version number where the second or third digit increases (for example, 1.1.1 would become 1.1.2 or 1.2.0). Such minor revisions are free to Customer. Any major revision to the software will result in a new version number where the first digit increases (for example, 1.1.1 would become 2.0.0). Such major revisions are not free and will require a paid upgrade to receive the major revision.
– Field of View offers technical support for its own hardware and software products for free but requires payment for training and any custom solutions. Exactly what is a technical issue for which Field of View will provide free support is at the sole discretion of Field of View. Any technical support provided is not intended to be a substitute for formal training. Customer is encouraged to contact Field of View to discuss paid options if training is desired. Field of View provides technical support for legacy versions of its Products for a reasonable period of time, and Field of View retains the right to end technical support at any time for any particular legacy version of its Products.
THIRD-PARTY HARDWARE AND SOFTWARE
– Field of View may sell third-party hardware and software or incorporate third-party hardware and software into its Products. Any such third-party hardware and software is subject to the original terms and conditions imposed by the original manufacturer. Customer is solely responsible for complying with the terms and conditions imposed by such third-party manufacturers. Customer is solely liable for, and agrees to indemnify and defend Field of View against, any claims resulting from Customer’s use of the third-party hardware or software, including claims alleging misuse or unauthorized use of a third-party product or the intellectual property associated with it and its manufacturer.
LIMITATION OF LIABILITIES
– The Products are provided “as is” and in no event shall Field of View be liable to Customer or any third party for consequential, indirect, punitive, special, exemplary or incidental damages (including but not limited to loss of profits, business or opportunity or similar damages which may arise in connection with any of Field of View’s Products) arising from or relating to the sale, delivery or use of the Products. Field of View’s total cumulative liability under this Agreement to Customer or any third party (including indemnity obligations), whether in contract or tort or otherwise, will not exceed the amount paid by Customer to Field of View for the Product sold hereunder giving rise to such liability.
– Customer is expressly prohibited from directly or indirectly attempting to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the source code, algorithms, logic or program code in any of Field of View’s Products, Software, Embedded Software, models or prototypes which are provided pursuant to these Terms and Conditions.
– Except as expressly provided herein, Customer will not receive any rights by implication or otherwise in any Products, Software or Embedded Software received by them under these Terms and Conditions. Field of View will retain (i) all patents, copyrights, trade secret rights, and other intellectual property rights it possesses with regard to any and all design, process, manufacturing and other technologies used in or resulting from the development or production of Products, and (ii) title to and possession of all tooling, material or equipment Field of View uses in the manufacture, testing or assembly of Products furnished under these Terms and Conditions. Neither Customer nor any third party (whether by implication, operation of law, estoppel or otherwise) will have any right or license in or to any patent, copyright, trade secret right, mask work right, or any other intellectual property right not expressly granted by Field of View in these Terms and Conditions.
– Title to all purchased material and risk of loss therefore is passed from Field of View to Customer at the time of shipment from Field of View’s facility. Unless otherwise agreed upon in writing, all purchased material will be shipped uninsured. Field of View may request in partial shipment and invoice accordingly.
– Customer may not assign any rights or delegate any duties hereunder without the prior written approval of Field of View and any attempt to assign any rights, duties or obligations hereunder without Field of View’s written consent will be void. Field of View may assign all or any part of its rights to payment without Customer’s consent and may assign all its rights and delegate all its duties in connection with the transfer of all or substantially all its assets or business.
– Field of View will not be liable for any failure to perform due to unforeseen circumstances or causes beyond Field of View’s reasonable control, including, but not limited to, acts of God, war, terrorism, riot, embargoes, acts of civil military authorities, delay in delivery or inability to deliver by Field of View’s vendors due to vendor force majeure, fire, flood, accident, strikes, or inability to secure transportation, fuel, or energy. In the event of force majeure, Field of View’s time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby.
– The Products are subject to control under the U.S. Export Administration Regulations and other applicable U.S. export control laws and regulations. Customer agrees that it will not export, reexport or transfer the Products via any means to any prohibited destination, entity or individual without the required export license(s) or authorization(s) from the U.S. Government. Field of View reserves the right not to ship the Products ordered if, at any time, Field of View believes that such shipment may violate U.S. export control laws.
CHOICE OF LAW
– This document and any purchases of Field of View Products covered by it shall be governed by the laws of the state of North Dakota, U.S.A., without regard to conflicts of laws rules. Any legal action related to this document and any purchases of Field of View Products covered by it shall be brought in the courts of the state of North Dakota or in the U.S. District Court situated there.
– These Terms and Conditions may not be superseded, cancelled, modified, or amended except in a writing signed by an officer of each party. No other act, document, usage, or custom will be deemed to supersede, cancel, modify or amend these Terms and Conditions. If any provision of these Terms and Conditions are determined to be invalid, illegal, or unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties and the remaining provisions will remain in full force and effect.
Version Dated: February 2014