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Terms & Conditions

General Terms And Conditions For Swift Sensors, Inc. (FOR PURCHASERS)

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These general terms and conditions (“General Terms and Conditions”) govern all persons (“Purchasers”) that purchase or license, directly or indirectly, equipment, software, firmware, and/or services (collectively “Deliverables”) from Swift Sensors, Inc. (“SWIFT SENSORS”).

Limited Software Use License

All software and firmware (collectively “Software”) is licensed (the “License”) for use only by Purchaser and other expressly authorized or permitted users, including customers of Purchasers. Neither the Software, nor any interest therein, is intended to be sold or conveyed by this License.

Application Programming Interface (API)

In addition or incident to the sale or license of certain Deliverables, SWIFT SENSORS may license Purchasers to access or use SWIFT SENSORS’ APIs. All APIs and the routines, protocols and tools comprising the APIs are the exclusive property and right of SWIFT SENSORS. Only expressly authorized licensees of a SWIFT SENSORS API may access or use such API. Use and other rights concerning APIs are subject to these General Terms and Conditions and such other specific terms and conditions as SWIFT SENSORS may implement on a case by case basis. For purposes of these General Terms and Conditions, APIs are included in the definition of “Software” hereunder and a license to use an API is included in the definition of “License” hereunder.

Usage Restriction

Wireless sensor technology and other technology built into the Deliverables may at times not work due to interference with signal transmission beyond SWIFT SENSORS’ control. Purchaser therefore agrees not to use any Deliverable for an application in which a signal or connection failure might cause harm to a person or injury to a property.

Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use and disclose information from our Purchasers and Account holders.

Data Collection

In connection with the Deliverables, data provided by Purchaser and its customers may be collected in connection with surveys, consultations, and uses of the Deliverables, including sensor data, locations of Deliverables (which may utilize geo-location technology), devices used, and configuration preferences,. In order to provide SWIFT SENSORS’s customers with enhanced comparative benchmarking services with respect to customer industries, among other services, Purchaser hereby grants to SWIFT SENSORS a royalty-free, perpetual, irrevocable license to use and distribute this data and results obtained through Purchaser’s use of the Deliverables for any and all purposes; provided that SWIFT SENSORS shall not identify any Purchaser, or distribute to third parties any billing or financial payment data of any customer or consumer of Purchaser, without the express prior consent of such Purchaser.

Limited Warranty

The warranty and return information for Hardware Products purchased by Swift Sensors’ Customers and Certified Partners. Products that have been purchased second hand or re-used are NOT warranted by Swift Sensors.

WARRANTY for Purchased Products

Gateway Replacement

Swift Sensors will indefinitely replace or repair any Swift Sensors Gateway provided (1) the account is in good standing and fully paid up, (2) all of Swift Sensors customary and commercial requirements are met, (3) the equipment has not been tampered with, has been properly cared for, and has been maintained according Swift Sensors guidelines, (4) the equipment has been installed, operated and maintained in accordance with instructions supplied by Swift Sensors and standard practice, and has not been subjected to abnormal physical or electrical stress, misuse, negligence or to an accident. Swift Sensors makes no warranty about the timeliness of the replacement.

Hardware Warranty

Swift Sensors warrants that its sensor hardware products will be free from defects in materials and/or workmanship for a period of two (2) years from the date of shipment (the “Warranty Period”). There is no warranty for Swift Sensors sensor products after the Warranty Period. Swift Sensors does not warrant third-party hardware. Warranty for 3rd party products must be obtained from the original manufacturer. The limited warranty extends only the original buyer of the Swift Sensors product and is non-transferable.

Limitation of Remedies

Swift Sensors will either repair or replace, at Swift Sensors option, any non-conforming Swift Sensors hardware product, provided that (i) Swift Sensors is promptly notified in writing upon discovery (and within the applicable Warranty Period) by Partner or Customer that the Swift Sensors hardware failed to conform to the specification, (ii) such Swift Sensors Gateway product is returned to Swift Sensors (FOB Swift Sensors’ factory or warehouse) or Swift Sensors Distributor, and (iii) Swift Sensors examination of such Swift Sensors hardware indicates that the alleged non-conformities exist and were not caused by accident, misuse, neglect, alteration, improper installation, unauthorized repair or improper testing, (iv) the hardware was not sample, beta or alpha hardware, (v) the hardware was not provided free of charge. Note that the warranty does not include cross shipping of replacement equipment by default.

Condition of Returns

Authorization instructions and an RMA number for the return of any affected Swift Sensors product must be obtained in writing from Swift Sensors or Swift Sensors Distributor prior to returning goods. The Swift Sensors product must be returned with complete identification, freight prepaid, and in accordance with Swift Sensors instructions (see below). The RMA number should be clearly written on the shipping return and also included inside the packaging. In no event will Swift Sensors be responsible for goods returned without proper authorization or goods improperly packaged. We strongly recommend using the original packaging or equivalent.

Hardware Replacements

Swift Sensors will repair or replace any failing hardware covered under warranty with new or reconditioned hardware at Swift Sensors discretion. In connection with replacement services, Swift Sensors may at its discretion modify the hardware of the product at no cost to improve its reliability or performance or substitute similar or equivalent hardware.

The warranty period is not extended if Swift Sensors repairs or replaces a warranted product or any parts of the product.

Replacement or repaired hardware is shipped to the Partner/Customer freight prepaid using ground shipping. If faster shipping service is requested, the Partner/Customer will be charged the cost of expedited shipping.

Out of Warranty Hardware

Hardware Products that are out of warranty can be returned to Swift Sensors for repair. Cost and time of repairs will be quoted prior to the return.

Partner/Customer will be charged for shipping costs for all out of warranty replacements when they are shipped. Expedited shipping is available, however, Partner/Customer must bear the cost.

Cross Shipping of Advance Replacement

Under special circumstances Swift Sensors may ship replacement products before receiving the hardware needing repairs. If Partner or Customer fail to return the replaced hardware within 30 days, Swift Sensors will charge the full list price of all hardware shipped. Partner or Customer must agree to these terms when the replacement product is shipped from Swift Sensors.

In certain regions the replacement services will be provided by Swift Sensors Distributors or Partners.

Returns for Credit on Account

Within 30 days

Hardware purchased from Swift Sensors may be returned within 30 days from the date of shipment for a credit on account of the purchase price paid, less shipping and handling, provided the product undamaged. Swift Sensors must receive returned equipment from customer within 7 days of receiving the RMA.

After 30 days

Hardware purchased from Swift Sensors (including bundled software/hardware appliances) may be returned after 30 days from the date of shipment for a credit on account of the purchase price, less shipping and handling and restocking fees (15%) provided that the product is still in its original packaging, unused and undamaged.

Any product returned to Swift Sensors without prior authorization (an RMA number) from Swift Sensors will be considered an unauthorized return, and the customer will not receive credit for the product and Swift Sensors will not ship the product back to the customer.

How to Ship Product to Swift Sensors

Obtain an Authorization

Before returning any product, you must contact Swift Sensors (or Swift Sensors Distributor in certain regions) to obtain a Returned Material Authorization (RMA) or Repair Authorization (RA) number. To obtain an authorization, contact Swift Sensors Technical Support or your Distributor for assistance.

Package the Products Correctly

Return the products in their original packaging or appropriate substitute packaging along with any media, documentation, and any items that were included in your original shipment. Ship the products at your expense, and insure the shipment or accept the risk of loss or damage during shipment. Swift Sensors is not responsible for products which are improperly packaged and suffer damage in transit.

Include the Authorization Number

All products returned to Swift Sensors must have the RMA number clearly marked on the shipping label to ensure proper receipt and to obtain credit for the returned product. All products should include a RMA number inside the package as well.

Shipping

Please ship to the following addresses based on region or contact Swift Sensors Distributor for the shipping address in your country:

NORTH AMERICA
ATTN: RMA No. XXXX
Swift Sensors, Inc. 4611 Bee Cave Rd. Suite 214 Austin, TX 78746 USA

How to Contact Technical Support for RMA

Email: [email protected]

Web: www.swiftsensors.com/support

Phone: +1 512-256-7552

Disclaimers

THE WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY APPLICABLE TO PRODUCTS PURCHASED BY CUSTOMER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. SWIFT SENSORS, INC.’S LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCT. UNDER NO CIRCUMSTANCES SHALL SWIFT SENSORS, INC. BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION IN LIMITING SWIFT SENSORS, INC.’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

IN ADDITION TO THE WARRANTIES DISCLAIMED ABOVE, SWIFT SENSORS, INC. SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY AND WARRANTIES, IMPLIED OR EXPRESSED, FOR USES REQUIRING FAIL-SAFE PERFORMANCE IN WHICH FAILURE OF A PRODUCT COULD LEAD TO DEATH, SERIOUS PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE SUCH AS, BUT NOT LIMITED TO, LIFE SUPPORT OR MEDICAL DEVICES OR NUCLEAR APPLICATIONS. PRODUCTS ARE NOT DESIGNED FOR AND SHOULD NOT BE USED IN ANY OF THESE APPLICATIONS.

Confidentiality

Except for the License, no portion of any intellectual property right in the Deliverables is being granted, conveyed or transferred to the Purchaser or to Purchasers customers or permitted users. Neither Purchaser, nor Purchaser’s customers or permitted users, may copy or modify any portion of the Deliverables, and may not permit or aid anyone else in doing so. Notwithstanding, Purchaser may use the Deliverables as they are intended to be used, as expressed in written materials published by SWIFT SENSORS from time to time.

Intellectual Property

Except for the License, no portion of any intellectual property right in the Deliverables is being granted, conveyed or transferred to the Purchaser or to Purchasers customers or permitted users. Neither Purchaser, nor Purchaser’s customers or permitted users, may copy or modify any portion of the Deliverables, and may not permit or aid anyone else in doing so. Notwithstanding, Purchaser may use the Deliverables as they are intended to be used, as expressed in written materials published by SWIFT SENSORS from time to time.

Governing Law and Venue

These General Terms and Conditions and any agreement relating to them shall be construed in accordance with and governed by the laws of the State of Nevada (without regard to its conflicts of laws). Any dispute relating to these General Terms and Conditions and any agreement relating to them may only be heard and resolved by a court in in the State of Nevada.  Purchaser consents to the personal jurisdiction of such courts over it. If any action at law or in equity is necessary to enforce or interpret any of the rights or obligations of the parties to these General Terms and Conditions, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and necessary disbursements, in addition to any other relief to which it may be entitled.

No Assignment or Transfer

The rights and benefits provided under these General Terms and Conditions, as well as under any agreement that incorporates them, shall not be assigned without the express written permission of SWIFT SENSORS. Similarly, the Deliverables may not be transferred to any other person, without the express written permission of SWIFT SENSORS. Notwithstanding, Purchaser may temporarily loan its customers paging receivers. Purchaser may also transfer the Deliverables, as well as the rights and benefits under these General Terms and Conditions and any agreement that incorporates them, as an ancillary part of a sale of its business or substantially all of its assets. Following any assignment or transfer, Purchaser shall remain bound by all of the duties and obligations that are set forth in these General Terms and Conditions and any agreement that incorporates them.

No Third Party Beneficiary

Except as otherwise expressly provided in this Agreement, these General Terms and Conditions, as well as any agreement that incorporates them, are solely for the benefit of Purchaser. Neither the customers of Purchaser, nor any other person is an intended beneficiary of these General Terms and Conditions or any agreement that incorporates them, nor shall any such person have the right to any benefit that is provided under these General Terms and Conditions or any agreement that incorporates them.

Merger

Except as otherwise specifically set forth herein, these General Terms and Conditions, and any agreement that incorporates them, supersede any oral or other representation that may have been made about these General Terms and Conditions, any agreement that incorporates them, or any of the Deliverables. These General Terms and Conditions, and any agreement that incorporates them, may not be modified or superseded, except by a written agreement or a written amendment that is signed by SWIFT SENSORS. In the event of any inconsistency between these General Terms and Conditions or any agreement that incorporates them and any form or other document supplied by Purchaser, such as a purchase order, the terms of these General Terms and Conditions or any agreement that incorporates will prevail.

Severability

In the event that any portion of these General Terms and Conditions or any agreement that incorporates them is found to be invalid or unenforceable for any reason, the remaining portions shall continue to be in full force and effect.

Fees & Payment

Purchaser agrees to pay all Service and Deliverable fees in US Dollars, and you assume all risks associated with any changing value in the currency compared with other currencies, plus Purchaser agrees to pay any applicable taxes, in accordance with the terms and payment method set forth in this agreement. Purchaser is responsible for providing accurate billing and contact information to SWIFT SENSORS. SWIFT SENSORS retains the right to suspend or terminate services if fees become past due. SWIFT SENSORS reserves the right to change Service rates by providing Customer at least 30 days’ notice prior to billing.

Term & Termination - Auto-Renew Subscription

Purchaser has the option of purchasing Monthly or Annual service plans, which are non-refundable. Monthly agreements will auto-renew on a month-to-month basis until such time that a formal termination notice has been received by SWIFT SENSORS. Prepaid Annual agreements will automatically renew at the end of each annual term unless Purchaser has given cancellation notice 30 days in advance of renewal term. Monthly-billed Annual agreements will auto-renew on a perpetual month-to-month basis upon completion of the initial annual term until cancellation notice is received by SWIFT SENSORS. Purchaser is required to alert SWIFT SENSORS of any desired changes in the number of sensors under subscription at renewal time.  In the event that any agreement incorporating these General Terms and Conditions is terminated for any reason, all of the duties and obligations that the agreement and these General Terms and Conditions impose upon Purchaser shall continue in full force and effect, except any obligation to make payment for a Deliverable prior to its delivery.

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