Terms and Conditions of Sale
Teal Drones, Inc.
Last Updated: July 15, 2016
Please read these Terms and Conditions of Sale (these “Terms”) carefully because they govern the purchase of any products (“Products”) you buy from Teal Drones, Inc., a Delaware corporation (“Teal Drones,” “us” or “we”), during our “pre-order” period commencing on July 20, 2016 at 9:00 a.m. EDT, and any services (the “Services”) you receive from us, unless you have signed a separate written agreement with us that explicitly supersedes these Terms. Any software installed in our Products or offered with our Products is licensed to you, not sold. You may only use this software for its normal, intended use with our Products and in accordance with the Software License section below. When we say “sell” and “purchase” in these Terms, we mean “sell” and “purchase” only with respect to the non-software elements of the Product. These Terms apply whether or not they are included with the Products sold hereunder.
We are conducting pre-orders for our Teal™ Product whereby we are taking advance orders to be shipped at a future date (“Pre-Orders”). To secure a Pre-Order for the Teal™, you will be required to provide us with payment information (e.g., your credit or debit card number and associated billing address and card security information) at the time you place the order. You will not be charged at the time of your Pre-Order, but we reserve the right to authorize your credit or debit card for the amount of your Pre-Order. We will charge the full amount of your Pre-Order, including the cost of shipping and handling and any applicable sales or use taxes we may be required to collect on your order, at the time of shipment of your order. We will contact you prior to the expected ship date of your order to notify you of the estimated shipment date for your order.
If you want to pre-order the Teal™, simply click on the “Pre-Order” button and follow the on-screen directions. Once you place your pre-order, we will email you with a pre-order confirmation (“Pre-Order Confirmation”) that indicates we have received your Pre-Order. We are not bound to sell you any Product until we have accepted and processed your payment which, for Pre-Orders, will not be until we ship your order. With your Pre-Order Confirmation, we will confirm the quantity of Products you purchased and their price. Our acceptance of your order is expressly conditioned on your unconditional acceptance of these Terms, even if you communicate with us otherwise. We do not accept any changes to or rejections of these Terms that you may communicate to us in any form and all such terms and conditions will be null and of no effect. The terms of our Warranty and Return Program apply to any purchase and are incorporated herein by reference.
You may cancel your order any time before your purchased Product ships and, if your payment has already been processed, receive a full refund. To cancel your Order, please contact us at firstname.lastname@example.org.
SHIPMENT AND DELIVERY
We may provide a single shipping method and carrier, or multiple methods and carriers, for Product delivery, at our sole discretion. You will be responsible for all freight, packing, insurance and other shipping-related costs and expenses, and these will be noted on your order screen before you make your pre-order. Once the Product is delivered to the carrier at our premises, ownership of the Product and the risk of that Product’s loss or damage passes to you.
You understand that all scheduled shipment dates and estimated shipment dates are estimates only. We will make reasonable efforts to meet the scheduled shipment dates, but in no event will we be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery, nor will the carrier be deemed our agent. If you purchase multiple Products, we may send you your Products in installments and charge you separately for each installment. We have the right to allocate our available inventory of the Products among other purchasers in such manner as we see fit. If we are not able to charge your payment method or you fail to pay for your purchase, we have the right to delay or suspend shipment of the Products.
PRICES AND TAXES
The prices for the Products will be as specified during checkout and in your Order Confirmation. Prices are stated in U.S. dollars and, for residents of Utah only, with a separate subtotal for the applicable sales tax for purchases made within Utah. For residents of Utah, we will add the applicable sales tax to your order and collect such tax as part of your payment for your order at the time your order ships. For all non-Utah residents, you agree to pay the applicable sales tax relating to the Products you purchase from us. You (including Utah residents) are also responsible for any other taxes imposed by you in connection with your purchase and use of the Product.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO PURCHASE OUR PRODUCTS. By purchasing or ordering the Product, you represent and warrant that: (i) you are 18 years of age or older; (ii) any Order information you submit to us is truthful and accurate; (iii) you will maintain the accuracy of such information; and (iv) your use of the Product or our Services does not violate any applicable law or regulation. We may refuse a sale of a Product or access to its Services to anyone at any time, in its sole discretion for any or no reason.
You agree to defend, indemnify, and hold Teal Drones, its subsidiaries and affiliates, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to your violation of these Terms and for liabilities, interest, penalties or fees assessed against us arising from any failure by you to pay any required taxes.
LIMITATIONS OF LIABILITY
SUBJECT TO OUR WARRANTY AND RETURNS PROGRAM, OUR PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF OUR PRODUCTS AND SERVICES IS AT YOUR OWN RISK, AND IN NO EVENT WILL TEAL DRONES BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT TEAL DRONES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AND TEAL DRONES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL TEAL DRONES’ LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO TEAL DRONES BY YOU FOR THE PRODUCT AND SERVICES THAT GIVES RISE TO THE CLAIM.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Subject to your compliance with these Terms, Teal Drones grants you a limited non-exclusive, non-transferable, non-sublicenseable license to use the software in the Product (the “Software”), as part of your use of the Product for your own personal, non-commercial purposes and for no other purposes. You may not (i) copy, modify or create derivative works based on the Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Software to any third party; (iii) reverse engineer, decompile or disassemble the Software; or (iv) make the functionality of the Software available to multiple users through any means. Teal Drones reserves all rights in and to the Software not expressly granted to you under these Terms. All Software is protected by U.S. copyright law and international treaties.
These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
Agreement to Arbitrate. For any dispute with Teal Drones, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Teal Drones has not been able to resolve a dispute it has with you after thirty (30) days, you and Teal Drones agree that any dispute, claim or controversy arising out of or relating to these Terms or the use of the Product (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”); and (iii) you retain the right to litigate any Dispute other than an IP Protection Action by providing Teal Drones with written notice of your desire to do so by email or regular mail at our contact information at the bottom of these Terms within thirty (30) days following the date you first accept these Terms (such notice, an “Arbitration Opt-out Notice”). If you do not provide Teal Drones with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Teal Drones with an Arbitration Opt-out Notice, will be the state and federal courts located in Salt Lake City, UT and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Teal Drones with an Arbitration Opt-out Notice, you acknowledge and agree that you and Teal Drones are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Teal Drones otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822). The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Teal Drones otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Teal Drones submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Teal Drones will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Teal Drones will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. If Teal Drones changes this “Dispute Resolution” section after the date on which you placed your order for a Product, you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Teal Drones’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Teal Drones in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Teal Drones and you regarding the purchase of our Products and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Teal Drones and you regarding such a purchase. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Teal Drones’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Teal Drones may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Teal Drones under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to www.tealdrones.com. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Teal Drones’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Teal Drones. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms, please contact Teal Drones by sending an email to email@example.com.