These Sales Terms (“Sales Terms”) apply by and between Customer and Clarity Movement, Co. whose principal place of business is at 808 Gilman Street, Berkeley, CA 94710, USA (“Clarity”) and you (also referred to as “Customer”) when purchasing Clarity hardware products (“Products”) from Clarity via the online store on our website at https://clarity.io/ (“Site”) or through a signed Clarity Order Form for use with the of Clarity’s proprietary hosted service for monitoring the Products (the “Service”). Please carefully read these Sales Terms. By submitting an order for Products, either through the Site or an Order Form (each an “Order”), Customer is agreeing to be legally bound by these Sales Terms. IF YOU DONOT UNDERSTAND OR ACCEPT ANY PART OF THESE SALES TERMS, DO NOT PLACE AN ORDER FOR THE PRODUCTS.
Upon receipt of Customer’s Order, Clarity reservesthe right, at its solediscretion, to accept or reject such Order at any timeand for any reason prior to shipment. For instance, Clarity may reject an Order if (i) the quantity of Products orderedexceeds the numberof Product available; (ii) additions, deletions or other changeshave been madeto applicable OrderForm; or (iii)Customer’s shipping or billingaddress are not in a country from which the Product may be purchased. Clarity will use reasonable commercial efforts to notify Customerin the event an Order is rejectedwith an email detailing thereasons for the rejection. If Customer’s Order is accepted, Clarity will send aconfirmation email confirming which will include an Order reference number thatCustomer can refer to in follow-up communications. Once Clarity has accepted an Order, the purchase pricefor the Order is non-cancellable and non-refundable exceptas otherwise expressly provided in these Sales Terms or as otherwise requiredby law.
The Product prices set forth in the Order Form or posted on the Site do not include any shipping charges or taxes. Customer is responsible for all costs incurred in shipping the Products to the shipping address designated by Customer, including, without limitation, all freight charges, insurance, excise, sales, use, and other taxes or duties. Applicable shipping charges and taxes will be presented upon checkout from Clarity’s online store at the Site or otherwise described on the applicable Clarity quotation or Order Form for the Products.
All prices displayed by Clarity online are subject to change at any time without notice. Quotations prices are subject to change after expiration of the quotation. Product price changes do not affect the prices of any Order for Products that has been previously submitted and/or already accepted by Clarity when the price change takes effect.
By placing an Order for Products, Customer agrees to pay Clarity the applicable purchase price for the Products (including any shipping charges and taxes). For orders placed through the online store at the Site, Customer shall make payment using one of the approved payment vendors made available to Customer during the checkout process of the online store. For signed Clarity Order Forms, invoices will be sent to the billing contact identified in the Order Form and all amounts are due and payable within thirty (30) days from invoice date unless otherwise agreed in writing by Clarity and Customer. Payment will be charged or invoiced, as applicable, upon shipment of the Product to Customer. If the payment method Customer provides cannot be verified, or is invalid, delayed or otherwise not acceptable to Clarity, Customer’s Order may be suspended until Customer resolves such problem or the Order is cancelled. Delinquent payments shall bear interest at the rate of one percent (1%) per month (or if less, the highest rate permitted by law) from the payment due date until paid in full.
Any estimated arrival or delivery date for shipping the Products provided by Clarity is not a guaranteed delivery date for Customer’s order. Clarity will notify Customer if Product shipment will be delayed more than five (5) business days beyond the delivery window originally provided by Clarity. Title for Products purchased and risk of loss passes to Customer at the time of delivery by Clarity or its supplier to the freight carrier.
Customer acknowledges and agrees that Clarity may store, share, process and use data collected from Customer’s Order or otherwise provided by phone, fax or email for the purposes of processing the order. Clarity describes all policies related to its collection and use of personal data in its current Privacy Policy at https://clarity.io/privacy-policy, which is incorporated into these Sales Terms by this reference and which may be update from time to time in accordance with the terms of the Privacy Policy.
Customer should carefully read any instructions that come with the Product, including instructions or other documentation that may be available online at Clarity’s Site. Clarity is not responsible for any injury or damage caused by Customer or its installer’s installation of the Product. Purchases of the Products are intended for end users only, and are not authorized for resale. Certain features of the Product may require an internet connection and Customer’s purchase of additional Clarity hosted services (“Service”).Clarity’s provision of the Service to Customer is subject to additional fees and the Clarity Service Terms (a current copy of which is available at https://clarity.io/service-terms).
Clarity may from time to time develop and make available to customers patches, bug fixes, updates, upgrades and other modifications (“Updates”) to improve the performance of the Products and/or to make the best possible use of the functionality of Product and related Clarity Service. Use of Updates may be subject to additional licensing terms. Subscription to the Service may automatically install such Updates on the Product without any additional notice. Customer acknowledges and consents to automatic updates of the Product.
Clarity and its licensors own all patent, trademark, copyright, trade secret, or other proprietary or intellectual property right applicable to the Product, and the software therein. Customer agrees not to remove or obscure any copyright, patent, trademark, trade secret, restricted or limited rights, export restriction or similar notice affixed to any Product. Subject to these Sales Terms, Clarity grants Customer a limited, non-transferable, non-exclusive right to use the object code version of the software embedded in the Product solely for Customer’s internal business purposes.
The Products are designed and certified for use in specific countries and Customer agrees to only use the Product in a location for which it has been certified. For information on current certifications for the Product, contact us at contact@clarity.io. Additionally, there may be laws, regulations, ordinances, building codes and other similar requirements applicable to where and how to install or use that Product in the jurisdiction in which Customer is located. It is solely Customer’s responsibility to determine and ensure that its use complies with all applicable laws, regulations and ordinances. In addition, the Products maybe subject to import and export laws and regulations in the United States and elsewhere. Customer must comply with all domestic and international import and export laws and regulations that apply in connection with the Products and accepts responsibility for its use of the Products outside the United States.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) CLARITY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES TO CUSTOMER OR ANY THIRD PARTIES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING OF THE PRODUCT OR THE USE OF THE PRODUCT OR RESULTING DATA, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CLARITY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND (B) CLARITY AND ITS SUPPLIERS’ TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACTOR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CLARITY 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. This Section and all limitations will apply even if the above stated remedy fails of its essential purpose or if the other party knew or should have known of the possibility of such damages.
In addition, the Products may be subject to import and export laws and regulations in the United States and elsewhere. Customer must comply with all domestic and international import and export laws and regulations that apply in connection with the Products and accepts responsibility for its use of the Products outside the UnitedStates.
By submitting an order for Products, Customer consents to receiving certain electronic communications from Clarity as further described in Clarity’s Privacy Policy. Please read the Privacy Policy to learn more about choices regarding Clarity’s electronic communications practices. Clarity may provide notifications to Customer as required by law or for marketing or other purposes via (at its option) email to the contact email associated with Customer’s Clarity account, hard copy, or posting of such notice on the Clarity websites. Customer agree that any notices, agreements, disclosures, or other communications that Clarity sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Clarity is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.
Clarity will not be liable or responsible for any failure to perform, or delay in performance of, any of Clarity’s obligations under a contract that is caused by an act or event beyond Clarity’s 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.
These Sale Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Customer agrees to submit to the personal jurisdiction of the state and federal courts in or for San Francisco, California for the purpose of litigating all such claims or disputes.
These Sales Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Sales Terms, are the entire and exclusive understanding and agreement between Customer and Clarity regarding Customer’s offer to purchase a Product and the other matters described in these Sales Terms. These Sales Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Sales Terms. Customer may not assign its rights under these Sales Terms without Clarity’s prior written consent. Customer expressly agrees and acknowledges that Sales Terms inures to the benefit of Clarity, its affiliates, transferees, and successors. If any provision of these SalesTerms shall be held illegal, unenforceable, or in conflict with any law of any authority having jurisdiction over these Sales Terms, the validity of the remaining portions or provisions hereof shall remain in full force and affect. Failure or delay by us to enforce any these Sales Terms will not constitute a waiver of either party’s rights against the other and does not affect a party’s right to require future performance under these Sales Terms.
These Service Terms (“Service Terms”) apply by and between Customer and Clarity Movement, Co. whose principal place of business is at 410 12th St. Suite 250, Oakland, CA 94607, USA (“Clarity”) and you (also referred to as “Customer”) when purchasing a subscription to Clarity’s software-as-a-service tool for monitoring Clarity hardware products to the extent applicable to your order from Clarity. Please carefully read these Service Terms. By submitting an order for the Service, Customer is agreeing to be legally bound by these Service Terms in addition to Clarity Service Terms. IF YOU DO NOT UNDERSTAND OR ACCEPT ANY PART OF THESE SERVICE TERMS, DO NOT PLACE AN ORDER FOR THE SERVICE.
Customer agrees to pay Clarity the applicable purchase price for the Products (including any shipping charges and taxes). By placing an Order for Products, Customer agrees to pay Clarity the applicable purchase price for the Service set forth in the applicable Order (including any taxes). For orders placed through the online store at the Site, Customer shall make payment using one of the approved payment vendors made available to Customer during the checkout process of the online store. For signed Clarity Order Forms, invoices will be sent to the billing contact identified in the Order Form and all amounts are due and payable within thirty (30) days from invoice date unless otherwise agreed in writing by Clarity and Customer. Payment will be charged or invoiced, as applicable, upon initiation of Service to Customer. Customer’s use of the Service may be suspended if Clarity is unable to process Customer’s payment for any reason or if Customer’s account is otherwise past due. Delinquent payments shall bear interest at the rate of one percent (1%) per month (or if less, the highest rate permitted by law) from the payment due date until paid in full.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY SET FORTH IN SECTION 6.B IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT) WITH RESPECT TO THE SERVICE. CLARITY DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT CUSTOMER’S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CLARITY DOES NOT WARRANT THAT PERFORMANCE OF THE SERVICE OR PRODUCT COMPLIES WITH ANY LOCAL OR STATE REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL REGULATIONS. THE SERVICE ENABLES THE CUSTOMER TO COLLECT PRODUCT DATA REGARDING THE PRODUCTS AT THE LOCATION WHERE THE PRODUCTS ARE INSTALLED (“LOCATION”). ALL PRODUCT DATA COLLECTED BY CLARITY AND PROCESSED BY THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. CLARITY CANNOT GUARANTEE THAT IT IS CORRECT OR UP TO DATE. IN CASES WHERE IT IS CRITICAL, ACCESSING PRODUCT DATA THROUGH THE SERVICE IS NOT A SUBSTITUTE FOR DIRECT ACCESS OF THE INFORMATION AT THE LOCATION. FURTHERMORE, CUSTOMER UNDERSTANDS THAT THE PRODUCTS AND SERVICE, WHETHER STANDING ALONE OR INTERFACED WITH THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT SPECIFICALLY DESIGNED AS A LEGAL COMPLIANCE TOOL, INCLUDING WITH RESPECT TO APPLICABLE LAWS RELATING TO AIR QUALITY AND MONITORING AT THE LOCATION. CUSTOMER MAY ELECT TO USE THE PRODUCTS FOR SUCH PURPOSES, HOWEVER IT IS CUSTOMER’S SOLE RESPONSIBILITY TO DETERMINE HOW TO ACT UPON THE DATA THE SERVICE PROVIDES.
CLARITY IS NOT RESPONSIBLE FOR THIRD PARTIES OR THEIR PRODUCTS AND SERVICES. CLARITY HEREBY DISCLAIMS AND CUSTOMER HEREBY DISCHARGES, WAIVES AND RELEASES CLARITY AND CLARITY’S SUPPLIERS, LICENSORS, PARTNERS, AFFILIATES, CONTRACTORS, EMPLOYEES AND AGENTS FROM ANY PAST, PRESENT, AND FUTURE CLAIMS, LIABILITIES, AND DAMAGES, KNOWN ORUNKNOWN, ARISING OUT OF ORRELATING TO CUSTOMER’S INTERACTIONS WITH SUCH THIRDPARTIES AND THEIR PRODUCTS AND SERVICES.
Each party shall keep confidential the terms of these Service Terms, all information and materials provided or made available by the other party, whether or not marked as confidential or proprietary that the receiving party knows or should have reasonably known is confidential or proprietary at the time of disclosure (“Confidential Information”). For clarity, the features, functionality and content of the Service (excluding Product Data), any Documentation, the Fees charged in connection with the Service and any information regarding planned modifications or updates to the Service or other Clarity products and services constitutes Confidential Information of Clarity. Each party shall keep and instruct its employees and agents, and in the case of Clarity, its third-party contractors, to keep the other party’s Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information, but in no case less than a prudent and reasonable standard of care. Neither party shall use the other party’s Confidential Information for purposes other than performing its obligations hereunder or as otherwise authorized by the disclosing party. Information or materials shall not constitute Confidential Information if it is: (i) in the public domain through no fault of the receiving party, (ii) known to the receiving party prior to the time of disclosure by the disclosing party, (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis, or (iv) developed by the receiving party without reference to Confidential Information. A receiving party may disclose Confidential Information of the other party when required by law or legal process, provided that the receiving party promptly provide notice to the disclosing party of such request or requirement so the disclosing party may seek appropriate protective orders. If a party, its employees or agents breaches or threatens to breach the obligations of this Section 10, the affected party may seek injunctive relief from a court of competent jurisdiction, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.
The Products are designed and certified for use in specific countries so Customer agrees to only use the Service with Products that have been certified for the location in which Customer has installed such Products. For information on current certifications for the Products, contact us at contact@clarity.io. Additionally, there may be laws, regulations, ordinances, building codes and other similar requirements applicable to where and how to install or use that Product in the jurisdiction in which Customer is located. It is solely Customer’s responsibility to determine and ensure that its use of the Service complies with all applicable laws, regulations and ordinances. In addition, the Products may be subject to import and export laws and regulations in the United States and elsewhere. Customer must comply with all domestic and international import and export laws and regulations that apply in connection with the Products and accepts responsibility for its use of the Products outside the United States.
Customer agrees Clarity is permitted to use Customer’s name and logo for the purpose of listing Customer as a client of the Clarity in external communications, marketing materials, and on Clarity’s website.
By submitting an order for Products, Customer consents to receiving certain electronic communications from Clarity as further described in Clarity’s PrivacyPolicy. Please read Clarity’s Privacy Policy to learn more about choices regarding Clarity’s electronic communications practices. Clarity may provide notifications to Customer as required by law or for marketing or other purposes via (at its option) email to the contact email associated with Customer’s Clarity account, hard copy, or posting of such notice on the Clarity websites. Customer agree that any notices, agreements, disclosures, or other communications that Clarity sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing. Clarity is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.
Clarity will not be liable or responsible for any failure to perform, or delay in performance of, any of Clarity’s obligations under a contract that is caused by an act or event beyond Clarity’s 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.
These Service Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Customer agrees to submit to the personal jurisdiction of the state and federal courts in or for San Francisco County, California for the purpose of litigating all such claims or disputes.
These Service Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Service Terms, are the entire and exclusive understanding and agreement between Customer and Clarity regarding Customer’s offer to purchase the Service and the other matters described in these Service Terms. These Service Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Service Terms. Customer may not assign its rights under these Service Terms without Clarity’s prior written consent. Customer expressly agrees and acknowledges that these Service Terms inure to the benefit of Clarity, its affiliates, transferees, and successors. If any provision of these Service Terms shall be held illegal, unenforceable, or in conflict with any law of any authority having jurisdiction over these Service Terms, the validity of the remaining portions or provisions hereof shall remain in full force and affect. Failure or delay by us to enforce any these Service Terms will not constitute a waiver of either party’s rights against the other and does not affect a party’s right to require future performance under these Service Terms.