“Affiliates” means any person directly or indirectly controlling or who is controlled by or under direct or indirect common control with a person.
“Ara” is Strap Tech’s proprietary Hardware loaded with the Software.
“Customer” means the person, firm or company who accepts Strap Tech’s quotation for the sale of the Hardware, orders the Hardware and whose order of the Hardware is accepted by Strap Tech.
“Hardware” means a Strap Tech physical hardware device, including any components or spare parts authorized by Strap Tech to be installed with such physical hardware device.
“Strap Tech” means Strap Technologies, Inc. and its affiliates.
“Software” means a software program, in object code form, included with the Hardware, and any future software updates.
“Orders” means a request by the Customer for the Hardware, subject to these Terms.
2.1. General Use of Device. Strap Tech’s revolutionary device “Ara'' is a smart wearable device intended for assisting the blind and visually impared. It is designed with an array of sensors to detect and communicate through haptics on upcoming upper, mid, and bottom body-level obstacles, and assist the user with moving safely to their next destination.
While Ara is designed to be a stand alone mobility device, under certain settings, you can use Ara together with a cane. Please read all instructions before using Ara with a cane. Further, while Ara is designed to be intuitive for users, it may require practice to successfully navigate through obstacles. You must read all relevant text or audio materials regarding Ara, as well as any training programs, videos, etc. You should first practice navigating in a safe and controlled setting and/or with third party assistance to get acquainted with how Ara works and operates before attempting to use Ara in unfamiliar environments or in areas where there is an inherent risk of injury. You should not use Ara or the Services while under the influence of alcohol or any controlled substances that impair your ability to use them.
You must understand that you are ultimately responsible for proper usage of the device, and know that while the device will warn you of upcoming obstacles, it will not tell you what to do or how to avoid them. Ara will only convey there is an obstacle on the way. You shall be entirely responsible to react properly when an actuator is triggered and to react in time.
2.2. Condition of Hardware. Do not expose Hardware to high levels of heat, humidity, freezing temperatures, water, dust, drastic changes in air pressure, magnetic waves, and/or other extreme environmental conditions. Such conditions may cause the Hardware to operate in unexpected or unusual ways and/or reduce performance or completely destroy the Hardware or impair the normal operation of the Software.
You must regularly inspect the Hardware before using. You should not use any damaged Hardware. You shall make sure that any electronics are properly charged before use, as using the Hardware when it is low on battery may cause the Hardware to malfunction. Should Hardware become damaged during use, please use our online form or email us at firstname.lastname@example.org. In the event of a medical emergency, please contact relevant emergency services.
2.3. Combination with Other Hardware or Software. The Hardware is to be used exclusively with the Software that comes pre-installed or delivered for installation, and vice versa, the Software is to be used exclusively with the Hardware. To ensure that Hardware is operating as intended, you must comply with these Terms. You should heed any warnings or alarms from the Hardware, including but not limited to, noises indicating malfunction of the Hardware. Further, if you use the Hardware in a manner that does not abide by these Terms, we ask that you discontinue its use as the Hardware may not work properly and this may result in serious injury or death if modified. It shall be your sole responsibility to ensure that the instructions for proper use of the Hardware are followed and exercise good judgment and adhere to all other applicable laws and regulations, when utilizing the Hardware.
3. Software License.
3.1. General Use. Strap Tech uses Software in connection with Hardware. You do not acquire any rights to said Software other than the right to use said Software as reasonably necessary for you to use the Hardware as permitted in these Terms. We may update or modify the Software contained in your Hardware from time to time, and we may do this remotely without notifying you or seeking your consent. We are not responsible for any lost or erased (or otherwise affected) data. This Hardware is not designated for use with any other software than that of our Company.
3.2. Limited License. Strap Tech gives you a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited right to use the Software, solely for its internal functionality purposes with the Hardware, in the United States and Mexico. This license does not extend to use in any other territories. We grant you a limited license to access and make use of the Services, but not to modify it, or any portion of it, reproduce it, distribute it, or store it for non-personal use, except with our express written consent. Nothing contained in the Services should be understood to grant you a license to use any of the service marks, logos, copyrights, patents, and trademarks by Strap Tech or any of its affiliates, except insofar as to make use of the Services for personal use. We grant each user of the Hardware a worldwide, non-exclusive, non-sublicensable, and non-transferable license for such use. Your license is for your own personal, non-commercial use.
3.3. Unauthorized Use. You may not, and you agree not to or enable others to, copy, decompile, reverse engineering, disassemble, attempt to derive the source code of, decrypt, modify, hack, tamper with, or create derivative works of the Software or any part thereof except as and only to the extent any foregoing restriction is prohibited by applicable law. Dangers associated with modifications include, but are not limited to, incompatibility between the Software and Hardware resulting in a decrease of overall effectiveness of the Hardware to meet the standards and capabilities with which it was properly created.
4. Limited Warranty On Hardware.
4.1. Warranty Conditions. Strap Tech warrants that the Hardware will be shipped to you free from material defects in workmanship for a period one (1) year from delivery of the Hardware (the “Warranty Period”). This Warranty does not cover: software, third party products, parts/components, services and accessories, external causes such as accident, abuse, misuse, or problems with electrical power, usage in an unsuitable operating environment, usage that is not in accordance with the Hardware’s technical documentation, products with missing or tampered tags or serial numbers, products for which payment has not been made, aesthetic defects, and normal wear and tear. Your sole and exclusive remedy for material defects in workmanship is limited to repair or replacement of the Hardware during the Warranty Period. You must notify Strap Tech in writing of any warranty claim during the Limited Warranty Period. This Warranty applies only in the country where you purchased the Hardware. This Warranty is non-transferable. Your warranty shall be voided if you violate any of these Terms or any other agreement between you and Strap Tech.
4.2. Warranty Disclaimer. STRAP TECH EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES NOT STATED WITHIN THIS WARRANTY, BOTH EXPRESS AND IMPLIED, INCLUDING MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE. STRAP TECH SHALL NOT BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, LOSS OF PROFITS, LOSS OF OR DAMAGE TO DATA OR SYSTEMS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE HARDWARE OR HARDWARE SUPPORT SERVICES, OR ANY OTHER DAMAGES ARISING OUT OF OR RELATED TO THIS WARRANTY, EVEN IF STRAP TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, STRAP TECH’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE FOR THE HARDWARE PURCHASED UNDER THIS WARRANTY.
5. Disclaimer; Indemnity.
5.1. Disclaimer. You agree that your use of the Services shall be at your sole risk. And that, to the extent permitted by law, the Services and products are provided on an “as is” and “as available” basis. You shall assume the risk for any and all damage or loss from use of, or inability to use, the Services, including but not limited to, any physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal, and Strap Tech does not warrant that the Services will meet your requirements for functionality or that the provision of the service will be uninterrupted, error-free, or that Strap Tech will correct all errors or prevent any collisions. You understand that misuse of the Services: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You acknowledge that Strap Tech does not control transfer of data over communications facilities, including the Internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. We are not to be held liable for any delays, delivery failures, or damage resulting from such problems. We make no other express or implied warranties or conditions of products including warranty of merchantability, satisfactory quality, fitness of a particular purpose or non-infringement.
5.2. Limitation of Liability. Strap Tech, its officers, directors, shareholders, employees, agents, and assigns shall not be liable for any incidental, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if you have advised Strap Tech of the possibility of such damages. Strap Tech, our officers, directors, shareholders, employees, agents, and assigns will have no liability to you or any other party for damages (including but not limited consequential, compensatory, special, direct, indirect, punitive, incidental or exemplary damages), obligations, losses, costs and expenses (“Loss”) arising out of or relating to the use of, reliance on or inability to use the Services.
5.3. Third Party Claims. Strap Tech shall, under no circumstances, be liable to the Customer for any claim (whether arising in or for contract, tort (including negligence) breach of statutory duty, misrepresentation or otherwise) under or in connection with these Terms for any indirect, special or consequential loss or for any loss of anticipated profit or third party claims howsoever arising either from breach or non-performance of any of its obligations under the Contract or from the supply of or intended used of the Goods, even if Strap Tech has been advised of the possibility of such potential loss.
5.4. Indemnity. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY, ITS PARENT, RELATED AND AFFILIATED ENTITIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, SHAREHOLDERS, REPRESENTATIVES, AGENTS, LICENSEES OR LICENSORS (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING, “INDEMNITEES”), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES, EXCEPT FOR LIABILITY ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF INDEMNITEES. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT, YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
6. Claims and Disputes.
6.2. Arbitration Exceptions. EXCEPT AS PROVIDED UNDER APPLICABLE LAW AND THIS SECTION, ARBITRATION WILL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE. Exceptions include: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
6.3. Equitable Remedies. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
6.4. Final Award and Attorneys’ Fees. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
8. Additional Terms.
8.1. Entire Agreement. These Terms supersede all previous oral or written representations, undertakings and agreements relating to the Hardware. The Terms may not be altered except with our written agreement. Any contrary or additional terms unless so agreed are excluded.
8.2. No Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.