Policies and Warranties

Effective: June 30, 2017

THANK YOU FOR SELECTING LEANTEGRA, INC. READ THIS TERMS OF SALE AND SERVICE AGREEMENT (THIS “AGREEMENT”) CAREFULLY. BY ACCEPTING THIS AGREEMENT THROUGH ANOTHER DOCUMENT, WEBSITE OR CHANNEL THAT INCORPORATES THIS AGREEMENT (THE “ORDERING CHANNEL”), YOU AGREE TO FOLLOW, ADHERE TO AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This website, hereafter referred to as the “Site”, is owned, operated and maintained by Leantegra, Inc., a Delaware corporation (“Leantegra.com”, “Leantegra”, “us”, “our”, or “we”). This Site presents and consists of product and service information, pricing information, user accounts, content, educational and technical material, data reporting, an online store, amongst others, for our Real-Time Location System and Proximity Marketing products (“Products”), proprietary devices (commonly referred to henceforth as “Hardware”) and integrated software – as well as online payment options. This site also includes our Terms of Sale and Service Agreement which you must read and accept before you use Leantegra’s website, or make an online payment. Our Hardware together with our software is collectively referred to as our “Products.”

This Agreement, which includes Terms of Sale and Service (“TOS”), together with Leantegra’s Returns and Warranty Policy and Privacy Policy, is between you and us, and governs your purchase of our Products including Beacons, Wireless Gateways, or other Devices,Services or CVO Portal software license, and your access and usage to the Site offered by Leantegra, to you or to the entity (institution, company, organization, DBA or other entity) you represent or which is represented by you (“you” or “your”). By accepting this document, you agree to the Agreement. You also agree that you have the authority to legally bind the entity you represent to the terms and conditions as put forth in the Agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent and agree (1) that you have the authority to bind such entity to the terms and conditions of this agreement, and (2) “you” and “your” as used in this agreement shall refer only to such entity. If you do not have such authority, or if you do not agree to all terms and conditions in this agreement, you must select the “I decline” button and may not use the services.

If you do not agree with the Agreement, you are not permitted to purchase Products or Services through the Site.

THIS AGREEMENT CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.

Definitions

AAA – American Arbitration Association. Agreement – Leantegra Sales and Service agreement. Beacon – WiBeat BLE device, which can be used for Proximity Marketing, or as a tag for RTLS. Confirmation – an email which confirms that the order has been placed and contains such information as estimated date of shipment and delivery, gross price for the ordered Products and their components. Hardware – beacons (WiBeat BLE), wireless gateways (WiRange), server (PowerGate), etc. Order – an electronic form to fill out when ordering one of the Leantegra products online. It consists of: shipping details and checkout (billing details). Product(s) – this term means either Proximity Marketing or Real-time Location System, which in either case consists of a combination of hardware and software that can be bought through the Store section on the Leantegra website. The following Products are available on the Leantegra website’s Store: Proximity Demo Kit, Proximity Small Deployment, Proximity Large Deployment, and RTLS Pilot Deployment. To view the full list of products, their components and configurations, please follow this link. Proximity Marketing – enables location-based advertising using Bluetooth Low Energy (BLE) wireless technology. Rules and Procedures – the Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Services – consultancy or training provided by the Leantegra team. Site – the Leantegra website, https://leantegra.com Software – CVO Portal web interface, which provides functionality for both Proximity Marketing and Real-time Location System. Store – the Leantega website’s online store which enables online shopping for all website visitors. TOS – Terms of Sale and Service. Wireless Gateway – WiRange device, which can be used for RTLS, and optionally – for Proximity Marketing. You – a physical entity who represents oneself or an organization and acts on behalf of it.

Modification of the Agreement

Leantegra may modify this Agreement from time to time and will make a reasonable attempt to notify you by making the revised version available via the Site, and an updated revision date will indicate that changes or modifications have been made. The new Agreement will be effective when posted. You will be asked to “accept” the provisions of any modification or revisions by clicking an “I accept this Sale and Service Agreement” button. If you do not accept the change or modification, you will not be permitted to purchase any Hardware, Software or Services from the Site until you do accept such change or modification. Leantegra may also terminate this Agreement at any time without notice to you. In the event of termination, the restrictions imposed on you with respect to the Software and Hardware, including the disclaimers, limitations of liabilities, and export restrictions stated in this Agreement prior to the change or modification, shall survive.

Order Placement

You can purchase Hardware and Services by visiting our online store at our Site (the “Store”) and filling out an appropriate order form (the “Order”). Once you submit the Order, Leantegra shall promptly send electronic confirmation accepting the Order as well as setting final terms of its performance and delivery (“Confirmation”). Confirmation may contain in particular: estimated date of shipment and delivery, gross price for the ordered Products, delivery costs, taxes as well as any other information relevant to the Order that may be foreseen at the date of the issuance of the Confirmation. In no event shall Leantegra be held liable for any errors, omissions or inaccuracies in the content of the Order.

Any adjustment of the Order shall be subject to an explicit written acceptance by Leantegra. The absence of a response from Leantegra will NOT constitute or be interpreted as an acceptance of a request for Order modification.

Order Suspension and Cancellation

There may be rare occasions when Leantegra confirms your Order but subsequently learns that it cannot supply the ordered Product or its components. We will contact you by email and thereafter possibly by telephone to arrange for a substitute solution or rearrange the delivery schedule. If we cannot agree on the new arrangements or supply the Hardware ordered, Leantegra will cancel the Order and refund your purchase price in full and Leantegra shall have no to liability towards you for any damages, including consequential damages, related to order suspension and cancellation.

Leantegra shall be entitled to suspend the performance of an Order in the situation of your breach or violation of the Agreement, until all such breaches and violations and their effects are cured or otherwise redressed in a manner satisfactory to Leantegra. In case of any unforeseeable circumstances beyond Leantegra’s control that make it impossible, harmful or unreasonably difficult for Leantegra to perform the Order, the period for the performance of the Order shall be automatically extended by the time of the duration of the aforesaid circumstances, or the Order shall be cancelled, as Leantegra will decide in its sole and complete discretion.

If Leantegra cancels an Order after you have already been billed, Leantegra will contact you directly to explain the issue and refund the billed amount if no other solution is agreed to by Leantegra and you.

Payment

While placing your Order you will be asked to provide your payment information. At present, we only accept payment via PayPal, Bank Transfer, or the following credit cards: Visa, MasterCard, American Express, Discover.

Please note that, in addition to the price for the Products and shipping, if applicable, you are responsible for the payment of all taxes, levies, fees and custom costs that may arise in connection with your Order.

Prices shown are in U.S. dollars. Please note that the total purchase price may fluctuate with exchange rates if your account is in a different currency. In addition, your bank or credit card issuer may also charge you foreign conversion charges and fees, which may also increase the overall cost of your purchase. Please contact PayPal, your bank or your credit card issuer regarding these fees.

Pricing and Price Reductions/Corrections

Leantegra reserves the right to change prices or amend the configurations of the Products displayed at the Store at any time, and to correct pricing errors that may inadvertently occur.

Performance and Shipment of the Order

Leantegra shall use its best efforts to send the ordered Products pursuant to the Confirmation and the Agreement, in particular, to deliver them as fast as possible, in a package that ensures their safety and integrity. Notwithstanding the foregoing, you acknowledge that the delivery time may be prolonged by the time of duration of an obstacle due to circumstances beyond the control of Leantegra, i.e. unexpected, prolonged or numerous custom inspections or unforeseeable disturbances in transport. We are not responsible for the customs arrangements in your jurisdiction, and have no control over this process. Leantegra shall incur no liability or damages, including consequential damages, arising from delayed shipments of Orders.

You acknowledge that Leantegra shall not be obliged to perform the Order until all due payments for the Order are received.

Delivery

Either you or one of your employees or agents authorized receive the consignment (all referred to as the “Recipient”) shall confirm the receipt of the Order by a personal signature on the bill of lading. Recipient is obliged to examine carefully the delivered Hardware such as Beacons or Wireless Gateways upon their receipt, both in terms of their quality and quantity.

Recipient shall report immediately to the shipping handler and Leantegra. (via e-mail and/or telephone), but no later than 2 days after Recipient’s receipt of the delivery, all apparent damage, defects or discrepancies of the consignment suggesting damage or defects of Hardware and/or quantitative discrepancies of the consignment, as well as to confirm this fact on the bill of lading. Leantegra shall review the complaint. Only if the Recipient fulfills its reporting obligations and Leantegra establishes that the facts of the case indicate that the complaint is justified, will Leantegra at its own expense immediately replace the defective units of Hardware or send any missing number of units. Other ways of compensation for incomplete or defective Orders are explicitly excluded.

Delivery

Either you or one of your employees or agents authorized receive the consignment (all referred to as the “Recipient”) shall confirm the receipt of the Order by a personal signature on the bill of lading. Recipient is obliged to examine carefully the delivered Hardware such as Beacons or Wireless Gateways upon their receipt, both in terms of their quality and quantity.

Recipient shall report immediately to the shipping handler and Leantegra. (via e-mail and/or telephone), but no later than 2 days after Recipient’s receipt of the delivery, all apparent damage, defects or discrepancies of the consignment suggesting damage or defects of Hardware and/or quantitative discrepancies of the consignment, as well as to confirm this fact on the bill of lading. Leantegra shall review the complaint. Only if the Recipient fulfills its reporting obligations and Leantegra establishes that the facts of the case indicate that the complaint is justified, will Leantegra at its own expense immediately replace the defective units of Hardware or send any missing number of units. Other ways of compensation for incomplete or defective Orders are explicitly excluded.

Risk of Loss; Responsibilities

Once the Hardware leaves Leantegra’s premises, you assume full responsibility for all claims, loss, damage, liability or expense arising from your acts, negligence or omissions and those of your employees or agents, and shipping agents or couriers, relating to transportation, handling, storage, maintenance and use of the delivered Hardware, formalities related to custom controls and other legislative requirements. Accordingly, Leantegra ships FOB.

Battery Replacement

The batteries in all of our BLE Beacons are replaceable without special tools and you can replace any and all batteries on your own. While the replacement process itself is simple and straightforward, you should take care to safely remove and replace the coin cell battery (CR2450) in order to ensure that the Beacon will function properly after replacement. If you mishandle or damage the Beacon when replacing the battery, we cannot guarantee that the Beacon will function after the battery is replaced and our Warranty (as described in the Returns & Warranty Policy) will not cover the damage. We use standard CR2450 batteries which should be available anywhere in the world. If you ever need new batteries and cannot find suitable replacements, just contact us we’ll help you find the right kind.

Registration

Unregistered users may access the Site to review information published on the Site, but must request an account in order to access Proximity Marketing and Real-time Location System features.

To place an Order and access certain CVO Portal software features, you need to read and accept this Agreement. Some information about you is required to create a CVO Portal account and process your Order, including a valid email address (which is your Username), and payment / shipping details. Please review our Privacy Policy for more information about this procedure.

You agree not to disclose your password to anyone else, and you will be solely responsible for any activities or actions taken under your CVO Portal account, whether or not authorized by you. You should notify us immediately of any unauthorized use of your password or Account. We are not liable for any loss or damage from your failure to comply with these conditions. You agree that the information you provide to us will be true, accurate, current and complete. By creating an Account you consent to our providing you with any notices pursuant to Agreement; and to us using electronic records to store information related to the Agreement, and other contracts between you and Leantegra.

Copyright Notice and Uses of Site Content

The contents of the Site are protected by the copyright and other laws of the United States, and its treaty countries and other jurisdictions. Except as may otherwise be provided in a written agreement you have with Leantegra, you may not modify, copy, reproduce, republish, upload, post, transmit, transfer, or distribute in any way, any of the contents of this Site. You may download content from this Site solely for your personal, non-commercial use provided you keep intact all copyright and other proprietary notices. Any copies of the content must include Leantegra’s copyright notice: © All rights reserved.

Third Party Services, Websites, or Resources

The Site, including our blog, may contain links, content, or resources provided by third parties (the “Third Party Resources”). When you access Third Party Resources, we are not responsible or liable for the availability, accuracy, functionality of the Third Party Resources, adherence to third party policies, or legality thereof. You also agree that Leantegra has no control over Third Party Resources. We do not endorse such websites, services, or resources or the content, products, or services on or available from such Third Party Resources. You are solely responsible for and assume all risk arising from your use of any such websites, services or resources.

Privacy

Our goal is to make the Site as simple and useful as possible. In order to accomplish this, we need to collect and process certain information from you when you use the Site. You can find more detail about our practices regarding the information we collect in our Privacy Policy. Information, including but not limited to, personal information collected through the Site may be stored and processed in the United States, or any other country in which Leantegra or its affiliates or agents maintain facilities. By using the service, you consent to any such transfer of information outside of your country. Please review our Privacy Policy for more information.

Disclaimers

Your use of the Site and any other feature or service provided by Leantegra is at your sole discretion and risk. For the purpose of this section, this Disclaimer also includes Products sold by Leantegra. We will not be responsible for any harm to your computer or mobile device, loss of data, personal injury, property damage, or other harm that results from your use of the Site or the Hardware.

Notwithstanding anything to the contrary provided in the Returns and Warranty Policy, the materials on the site and hardware are provided “as is” and “as available”, without warranties of any kind either express or implied. Commentary and other materials posted on the site are not intended to be advice on which reliance should be placed, and Leantegra therefore disclaims all liability and responsibility arising from any such reliance.

To the fullest extent permissible in regards to applicable law, Leantegra disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, title and non-infringement and any other conditions, warranties and other terms which might otherwise be implied by statute, common law, civil law, or law of equity with regards to the site and hardware. Leantegra does not warrant that the site or hardware, including service used to operate the site or hardware will be uninterrupted or error-free, that defects will be corrected, or that the site, or the server that makes it available, are free of viruses or other harmful components.

We do not make any warranties regarding the security, accuracy, reliability, timeliness and performance of the Site and Hardware; or that the Site will be error-free or that any errors will be corrected. Leantegra and its licensors will not be liable, and you are solely responsible, for any and all costs associated with access, usage, maintenance, repair, and correction of any equipment you use to access or use the Site or Hardware.

We are not responsible for the incorrect or inaccurate transcription of information; problems related to any of the equipment or software associated with the Site or Hardware or used by you; human error outside our reasonable control; any interruption, deletion, omission, degradation, defect, or failure of any telephone network or electronic transmission; or problems relating to inability to access the Site or Hardware.

We are not responsible for the privacy issues or failures caused by you, a Leantegra customer, or otherwise affiliated third party; who uses services provided by the Site to collect, store, process, or otherwise use sensitive information; whether the cause is intentional, accidental, or due to some other failure. Usage of information as described in this paragraph occurs outside the knowledge and purview of Leantegra. You responsible for upholding and enforcing your own privacy policies, license agreements, and terms of service.

Indemnity

You agree to defend, indemnify, and hold Leantegra, its officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, and expenses; including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with; your access to or use of the Site or Hardware; your violation of the Agreement; or your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right.

Limitation of Liability

In no event, including but not limited to, negligence, shall Leantegra, its officers, directors, employees or agents, affiliates or parent company be liable to you for any direct, indirect, incidental, special, or consequential damages that arise or result from or are related to the use of, or the inability to use, either (i) the Site (ii) materials made available on or through the site, or (iii) any hardware sold by Leantegra, its licensors, licensees, or its agents and distributors. If you are dissatisfied with the site, or any materials made available by or through the site, or with this Agreement; your sole and exclusive option is to discontinue using the site.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties, or the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you. In the event of any contradictions between provisions of TOS and Returns & Warranty Policy, the provisions of the Returns and Warranty Policy version prevails.

Notices of Copyright Infringement

If you believe your intellectual property rights are infringed by any content on the Site, send us a written notification using the contact information made available on the Site. We require some form of proof and an official statement that you are, or that you represent the intellectual property rights owner, and that you have a good faith belief that your rights are being infringed, or that there is some unauthorized use of your intellectual property on the Site. We also require some reasonable time to respond to, or remedy the situation as is most appropriate. We are not responsible for, and are unable to take action against, intellectual property rights infringements, when said property is not stored on or transmitted through the Leantegra Site, or the servers and networks used Leantegra to operate the Site.

United States Export Control and Restricted Countries

By using the Site and / or purchasing Hardware, you represent and warrant that (i) neither you nor your entity is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, the materials provided therein and Hardware for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

Trademarks

The Leantegra logo is a trademark of Leantegra, Inc. and / or its affiliates. Certain other product names, brand names, and company names mentioned in this site, may be trademarks of their respective owners.

Arbitration clause and forum selection clause

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action between you and Leantegra or its successors or assigns shall exclusively be settled through binding and confidential arbitration and not in a United States state or federal court of law.

Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes collectively, the “Rules and Procedures“.

You must abide by the following rules: the arbitration shall be confidential, and neither you nor Leantegra may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award, and each party shall pay its own attorneys’ fees and expenses.

Notwithstanding the foregoing, either you or Leantegra may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other Party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in the State of Delaware. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in the State of Delaware in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within the State of Delaware for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

If any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. This arbitration provision shall survive termination of this Agreement and the termination of your Leantegra Account.

If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court located in the Wilmington, State of Delaware, USA.

Class Action Waiver

YOU AND LEANTEGRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Leantegra agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of the arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Force Majeure

Leantegra shall not be in breach of the Agreement nor be liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

Customer Reference

You agree that (i) Leantegra may identify you as a recipient of our products or services and use your logo in sales presentations, marketing materials and press releases, and (ii) Leantegra may develop a brief customer profile for use by Leantegra on its website for promotional purposes, unless you restrict Leantegra from doing so on your Ordering Document.]

Miscellaneous

You agree that this Agreement (including the information which is incorporated into this Agreement by reference from your ordering document) is the complete agreement relating to your purchase and use of Beacons and other Hardware from Leantegra and use of Leantegra’s Software services, and that this Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding the subject matter of this Agreement or Leantegra’s services. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term will be replaced with a term consistent with the purpose and intent of this Agreement. This Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by you and Attribution.

This Agreement is governed by the laws of the State of Delaware, without giving regards to its conflict of laws rules. All suits and other legal actions under this Agreement shall be held in Federal or state courts situate in the Wilmington, State of Delaware, USA.

In the event that any provision of the Agreement becomes or is declared by a court to be illegal, unenforceable, or void, the Agreement shall continue in full force and effect without the said provisions and Leantegra together with you shall replace the aforesaid provision by a substitute provision that is in accordance with law and reflects as close as possible the invalid provision.

The terms and conditions set out in the United Nations Convention for the International Sale of Goods (CISG) are hereby expressly excluded.

No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.

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