Terms - Smarter AI

In these terms of sale, the terms “you” and “your” refer to the entity that has submitted an Order Form as a Customer to purchase Smarter AI Cameras or Gateways (together, “Devices”). Capitalized terms in these terms, where not defined in these terms, have the meanings set out in the Smarter AI Master Services Agreement posted on the Smarter AI website.

Your Order Form specifies the model(s) and number of Devices that you agree to purchase from Smarter AI. Smarter AI agrees to sell and ship the accepted model(s) and number of Devices to you.

Shipping
Your Order Form specifies a delivery date for your Devices and a shipping method. Smarter AI will use its best efforts to ship the Devices by the designated shipping method so that they arrive at your shipping address by the stated delivery date. Smarter AI is not responsible if shipment takes longer than normally anticipated shipping times, so that shipment is delayed beyond the stated delivery date.
Prices stated in your Order Form do not include shipping costs, which will be added to your invoice as a separate item.
Taxes
All prices stated in your Order Form are exclusive of any applicable taxes. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental entity, whether national, federal, provincial, or local on any products sold or shipped to you
Any taxes that Smarter AI is required to collect or remit will be added to your invoice as a separate item.
Payment
Payment is due within 7 days following delivery of any invoice from Smarter AI. You agree that any invoice from Smarter AI can be delivered to an email address shown on your Order Form. Late payments are subject to an interest charge of 2% per month. Unless otherwise stated in an Order Form, all amounts are stated and payable in United States dollars. Smarter AI reserves the right to cancel, suspend, or stop any shipment to Customer if Customer fails to comply with the applicable payment terms.
Limited Warranties
Limited Warranty to Customer. Smarter AI warrants to Customer (the “Smarter AI Limited Warranty”) that Devices sold pursuant to an accepted Smarter AI Order Form, if properly installed and used thereafter in strict accordance with the applicable user documentation available on the Smarter AI website, shall be free from manufacturing defects in material and workmanship which renders a Device unsuitable for use in connection with the Smarter AI Services. Except as set out below, the Smarter AI Limited Warranty extends only to the Customer purchasing the Devices directly from Smarter AI, and not to any subsequent owner.

Extension to other Customers and Customer Clients. The Smarter AI Limited Warranty applicable to a Device, as stated above, extends automatically to any other Customer or any Customer Client who acquires ownership from you and who connects the Device to the Smarter AI Services.

Term of Smarter AI Limited Warranty. The Smarter AI Limited Warranty covers a Device, for 1 year from the date of the invoice issued by Smarter AI for the sale of the Device.

Smarter AI’s Obligations. Smarter AI’s obligations under the Smarter AI Limited Warranty are limited, at its sole option, either to:

Repair the Device found by Smarter AI to be defective; or
Replace parts or, at Smarter AI’s sole discretion, the Device, if found by Smarter AI to be defective.
The Device may be repaired with new or refurbished parts and may be replaced with new or refurbished products, of the same or similar model as the replaced Device, or of materially equivalent or superior quality, at the sole discretion of Smarter AI. Repaired and replacement Devices will be warranted to the Customer under the terms of this Limited Warranty for the remainder of the original warranty period or 90 days from the date of shipment to Customer, whichever is longer. Any replaced Device or part becomes the property of Smarter AI.

Warranty Limitations, Exclusions & Disclaimers. The Smarter AI Limited Warranty is invalidated if non-Smarter AI accessories are or have been used in connection with the Device, or if any modification or repair is made to the Device by any service depot or other person not authorized by Smarter AI. This warranty does not apply to defects in or damages to the Device caused by (i) negligent use of the Device, (ii) misuse, abuse, neglect, alteration, repair or improper installation of the Device, (iii) electrical short circuits or transients, (iv) heat, humidity, moisture or temperatures beyond product specifications (v) use of replacement parts not supplied by Smarter AI (vi) improper Device maintenance, (vii) any errors or defects in non-Smarter AI software added to the Device following shipment; or (vii) accident, fire, flood or other Acts of God.

The Smarter AI Limited Warranty does not cover data loss, or costs related to data recovery. Smarter AI makes no warranty that the software provided with the Device will function without interruption or otherwise be free of anomalies, errors or viruses. This warranty does not cover any costs relating to removal, replacement, or installation of any Device, regardless of whether the Device is found by Smarter AI to be defective, or software installed on the user’s computer.

Smarter AI reserves the right to make changes to its products without incurring any obligation to modify any product that has already been manufactured.

REPAIR OR REPLACEMENT AS PROVIDED IN THE SMARTER AI WARRANTY IS THE EXCLUSIVE REMEDY OF THE PURCHASER. THE SMARTER AI WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND SMARTER AI NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH THE SALE OR SERVICE OF THE DEVICE. IN NO EVENT SHALL SMARTER AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE DEVICE OR ARISING FROM THE MALFUNCTIONING OR NON-FUNCTIONING OF THE DEVICE, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO OR LOSS OF PROPERTY, INJURIES TO OR DEATH OF ANY PERSON, AND CLAIMS AGAINST THE CUSTOMER BY ANY THIRD PERSON, EVEN IF SMARTER AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SMARTER AI DOES NOT WARRANT THAT THE PRODUCT OR ITS SOFTWARE WILL OPERATE WITH ANY OTHER PRODUCT OR SOFTWARE EXCEPT THAT WHICH IS INDICATED BY SMARTER AI. SMARTER AI IS NOT RESPONSIBLE FOR CHARACTERISTICS OF THIRD PARTY HARDWARE OR SOFTWARE THAT MAY AFFECT THE OPERATION OF THE SMARTER AI SOFTWARE INCLUDED.

WITHOUT LIMITING THE FOREGOING, SMARTER AI DOES NOT MAKE ANY CLAIMS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PRODUCT’S POTENTIAL, ABILITY OR EFFECTIVENESS TO PREVENT, MINIMIZE, OR IN ANY WAY AFFECT PERSONAL OR PROPERTY DAMAGE OR INJURY. SMARTER AI IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OR THEFT RELATED TO THE PRODUCT OR TO ITS USE FOR ANY HARM, WHETHER PHYSICAL OR MENTAL RELATED THERETO. ANY AND ALL CLAIMS OR STATEMENTS, WHETHER WRITTEN OR VERBAL, BY SALESPEOPLE OR ANY OTHER PERSONS TO THE CONTRARY ARE NOT AUTHORIZED BY SMARTER AI, AND DO NOT AFFECT THIS PROVISION OF THIS WARRANTY.

State/Provincial Law. The Customer may have other rights under state, provincial, or federal laws and where the whole or part of any item of this Smarter AI Limited Warranty is prohibited by such laws, it shall be deemed null and void. The remainder of the Smarter AI Limited Warranty shall remain in effect.

The Devices covered by this Smarter AI Limited Warranty must be used as intended for the Smarter AI Limited Warranty to apply. Without limit to the foregoing, some states do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers or the limitation of liability for personal injury, so the above limitations, exclusions and disclaimers may be limited in their application to you. If implied warranties are not allowed to be excluded in their entirety for any reason, they will be limited to the duration of the applicable written warranty in this document. This Smarter AI Limited Warranty gives you specific legal rights that may vary depending on local law. By keeping this Device you agree to the terms of this Smarter AI Limited Warranty without objection or addition, and agree that binding arbitration shall be your sole remedy for any disputes over any elements of this Smarter AI Limited Warranty and waive any right to pursue joint, collective, or class claims in any form with respect to the Device, your purchase of the Device, this Smarter AI Limited Warranty and Smarter AI’s performance hereunder.

Obtaining Service. Should the Device require service under this warranty, you must return the Device to Smarter AI, and you must assume the risk of damage or loss during shipment. Smarter AI will cover the cost of shipping the replacement product back to you.

Limited Technical Support. The Smarter AI Limited Warranty period covers 1 year of limited technical support. After the warranty period has expired, technical support services will continue to be available for a fee.