WALL GAUGE PURCHASE AGREEMENT

 

This Purchase Agreement, together with the Wall-Gauge, LLC Terms and Conditions (https://www.wallgauge.com/wallgauge-terms-and-conditions) and the Wall-Gauge.com Privacy Policy (https://www.wallgauge.com/privacy-policy), comprises the entire agreement affecting the purchase of this product by Purchaser from WallGauge, LLC (Seller) and no other agreement or understanding of any nature concerning same has been made or entered into, or will be recognized.  

 

The Product will be delivered to the Purchaser within six to eight weeks of receiving purchase order from Purchaser, and may be delivered sooner depending on the delivery method chosen and purchased and prepaid by Purchaser, subject to delays beyond the reasonable control of Seller. Payment shall be made by certified bank check, electronic payment, money order or other payment method approved by Seller. Payment will be due upon the order’s acceptance by Seller.

 

It is Purchaser’s responsibility to assure that persons using the product are properly trained for the safe use of the Product, including the device application required for its use and the internet network safety protocols necessary to ensure the safe and secure use of the Product. Purchaser warrants and represents that Purchaser has received and read the Terms and Conditions and Privacy Policy which are available on Seller’s website at www.wallgauge.com.

 

The Purchaser of the Product understands no warranty, express or implied, is offered with regard to any aspect of the Product beyond that set out in this Purchase Agreement. The Seller shall not be liable for any delays in delivery of the product.  The Seller shall not be liable for any consequential or incidental damages alleged to have been incurred by the Purchaser or any third party arising from the use of the Product. The Seller expressly disclaims all warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose with regard to any aspect of the Product. The Product is designed for entertainment, novelty and informal informational purposes only and Seller does not recommend, condone, or authorize that the Product be used for any authoritative or official purpose. 

 

The Seller neither assumes, nor authorizes any other person to assume for it, any liability in connection with the purchase or use of this product.  Purchaser agrees to indemnify and hold Seller harmless (including legal fees) for any claim of personal injury, property damage or other cost, expense, harm, or liability arising from Purchaser’s use of the product, or Purchaser’s purchase or acquisition of the product from an online store.

 

The Seller will provide a limited one-year warranty of the product from the date of delivery relating solely to a manufacturing defect or faulty parts. The Seller agrees to repair or replace defective or faulty parts within this one-year period only. Units for which a warranty claim is made must be returned at Purchaser’s expense to the location specified by Seller. The Purchaser understands that the Seller has the right to change the design of the product at any time; however, if done prior to delivery to the Purchaser, notice of any changes will be given to Purchaser.  If the changes are not acceptable to the Purchaser, the Purchaser may cancel the order without penalty or payment to Seller.  Seller’s warranty, however, does not apply to any parts or components of the Product, namely the Raspberry Pi component. Any defect associated with or attributed to the Raspberry Pi component shall be limited solely to its manufacturer’s warranty. 

 

Purchaser understands that, at this time, the WallGauge products are supported only on certain Apple, Inc. devices.

 

Purchaser understands and agrees that the product may be protected by United States patent law and Purchaser agrees not to infringe in any manner on Seller’s patented (or patent pending) design or concept. 

 

Purchaser acknowledges and agrees that the firmware, PCB design, and communications protocol inside the Product are proprietary to Seller and are protected by copyright and that such materials may not be modified, altered, copied, reproduced or otherwise disseminated by Purchaser, or allowed by Purchaser, to any third party without the express written consent of Seller. Purchaser further agrees that it will not reverse engineer, disassemble, analyze, or decompile any part of the Product under any circumstances. Any such consent may be revoked by Seller at any time. Purchaser agrees that it will not create or produce any video or other digital, audio or photographic recording or other production or materials using or referencing the product without the express written consent of Seller. Purchaser agrees that it will not use the Product in any manner or purpose that is inconsistent with a novelty or informal informational purpose as stated herein. 

 

Purchaser understands that Seller requires an active subscription service in order for Purchaser to use the Product, and that such a subscription is necessary for the Product to be operational. The subscription offsets costs associated with product support, routine security patches, and other costs and expenses associated with the intermittent and regular software and/or firmware updates dispatched to the Product from time to time. An inactive subscription, whether by non-payment or otherwise, will terminate the transmission of data from the data source to the Product until the subscription is re-activated. Subscription fees are not refundable. Seller reserves the right to change the subscription fee at any time following notice to the Purchaser. 

Purchaser agrees to indemnify, save, and hold harmless Seller from any against any claim, cause of action, demand, liability, harm, cost, direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts or other expense to Purchaser or any other third party arising out or attributable in any manner to a breach of Purchaser’s network or other security breach, “hack”, or other compromise related to the use of the Product regardless of whether it is due to Seller’s negligence, a malfunction of Product, inadequate connectivity of the Product to the internet, Purchaser’s negligence, or any other reason whatsoever.

 

Depending on the source of the data to be transmitted to and displayed by the Product, it may be necessary to provide account login information for the third party data source to Seller. Seller is not responsible for and Purchaser agrees to indemnify, save, and hold harmless Seller from and against, and covenant not to sue Seller with regard to, any claim, cause of action, demand, liability, harm, cost, direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts or other expense to Purchaser or any other third party arising out or attributable in any manner to the provision of data source login information to Seller. Purchaser understands and consents to Seller’s use of any of Purchaser’s personal data collected by or provided to Seller, and that any personal data or other information collected by or provided to WallGauge, LLC may be used by WallGauge, LLC to contact Purchaser with general or personalized service-related notices, marketing, advertising, and other promotional messages, to provide and operate the Services, provide Purchaser with ongoing customer support assistance and technical support, create aggregated statistical data and other aggregated and/or inferred non-personal information, and to comply with any applicable laws and regulations.

 

Purchaser acknowledges and agrees that the data and/or data sources transmitted to and displayed by the Product are not owned by Seller. Purchaser acknowledges and agrees that the data may be pulled from public internet services or internet web sites. Purchaser acknowledges and agrees that the provider, host, or servicer of the data may, at any time and without notice to Seller or Purchaser, change or disable access to the data and, in that event, a gauge displaying or receiving that data may subsequently be rendered inoperable. Purchaser acknowledges and agrees that Seller is not in any manner whatsoever liable or responsible for these data interruptions or access revocations, and Seller shall not be held responsible for any cost, damage, or other liability associated with the same. Purchaser agrees to indemnify, save, and hold harmless Seller from any against any claim, cause of action, demand, liability, harm, cost, direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts or other expense to Purchaser or any other third party arising out or attributable in any manner to the inaccuracy of data displayed regardless of whether the inaccuracy of data is due to Seller’s negligence, a malfunction of Product, inadequate connectivity of the Product to the internet, incorrect or outdated data from the data source, or any other reason whatsoever.

 

Should Purchaser lose or misplace the Product or should the Product be stolen or otherwise taken (whether by consent or not) from Purchaser, Purchaser must immediately notify Seller so Seller can take any steps necessary to disable access to any data that may be accessible in or through the Product. Seller is not responsible for and Purchaser agrees to indemnify, save, and hold harmless Seller from and against, and covenant not to sue Seller with regard to, any claim, cause of action, demand, liability, harm, cost, direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts or other expense to Purchaser or any other third party arising out or attributable in any manner to the loss or misplacement of the Product by Purchaser or the theft or other taking of the Product from Purchaser.

 

Should Seller at any time develop, create, formulate, revise, alter, or in any manner assist with an application, program, or other software for use by Purchaser in Purchaser’s use of the Product, Seller shall not be responsible for and Purchaser agrees to indemnify, save, and hold harmless Seller from and against, and covenant not to sue Seller with regard to, any claim, cause of action, demand, liability, harm, cost, direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts or other expense to Purchaser or any other third party arising out or attributable in any manner to Seller’s development, creation, formulation, revision, alteration, or assistance with any application, program, or other software for use by Purchaser in Purchaser’s use of the Product.

 

In the event the Product is determined to be in violation of any Federal Communications Commission (FCC) regulation or rule or any other regulation, rule, or law of the federal, state, or local government by Seller or any governmental agency, Seller has the sole option to buy back the unit sold to Purchaser that is in good condition at a prorated amount of the purchase price of the physical unit only as follows: if the unit is less than one year old, the buyback will be 80% of the purchase price; if the unit is more than one year old but less than two years old, the buyback will be 60% of the purchase price; if the unit is more than two years old but less than three years old, the buyback will be 40% of the purchase price; if the unit is more than three years, the buyback will be 20% of the purchase price. Seller will have no obligation to do so, and, in the event Seller exercises this option, Seller shall have no obligation to reimburse the Purchaser for any other expenses of Purchaser related to Purchaser’s use and ownership of the Product, including, but not limited to, any subscription service fees paid during Purchaser’s use and ownership of the Product.

 

Purchaser acknowledges and agrees that the Product may require periodic “patches” to correct or supplement any deficiencies in its software or firmware or to otherwise update the Product and that Seller may initiate these patches from time to time. Seller expects that the Product will be serviced at least until December 31, 2023, however Seller does reserve the right to, in its sole discretion, terminate production and all service of the product if the product is not profitable or sustainable.

 

It is agreed that the law of Illinois, excluding choice of laws principles, will govern this agreement, and that any disputes arising out of this Agreement or between its parties shall be heard in the Circuit Court of Jersey County, Illinois. The parties agree to waive a trial by jury. This agreement is binding on the parties, their legal representatives, assigns, and privities. Time is of the essence of this agreement. The provisions of this agreement are severable and the invalidity of any provision shall not affect any other provision or the enforcement of its other terms.

 

The Purchaser agrees that this Product is being acquired by Purchaser solely for novelty and informal informational purposes by Purchaser and that without Seller’s consent and written approval it shall not be rented or otherwise provided to any third party for use for monetary consideration.

 

By purchasing the Product, Purchaser agrees that Purchaser has read, understands, and accepts the subject matter, content, and terms of this agreement. Purchaser certifies that Purchaser is of legal age and competent to enter into this agreement and if Purchaser is an organization, that this purchase has been properly authorized by the governing authority of the organization and that the person executing this agreement has the proper authority to do so on behalf of the organization.