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PRODUCTION DRAFT VERSION

Terms of Sale

1. SCOPE AND APPLICATION.

THESE TERMS OF SALE (THESE "TERMS") APPLY TO ALL OFFERS, SALES AND PURCHASES OF THE PRIVORO PRODUCTS AND RELATED ITEMS AND ACCESSORIES (THE "PRODUCT") SOLD THROUGH [PRIVORO.COM] (THIS "SITE"). WE RESERVE THE RIGHT TO AMEND OR UPDATE THESE TERMS OF SALE AT ANY TIME BY POSTING SUCH AMENDED OR UPDATED TERMS ON THIS SITE. EACH TIME YOU RETURN TO THE SITE OR PLACE A NEW ORDER, IT IS YOUR RESPONSIBILITY TO CONFIRM THE TERMS AND CONDITIONS OF YOUR PURCHASE AT THAT TIME. IF WE MODIFY THE TERMS AFTER YOU HAVE PLACED AN ORDER WE WILL NOTIFY YOU AT OR BEFORE OUR ACCEPTANCE OF YOUR ORDER, AS DESCRIBED BELOW.

WE RECOMMEND THAT YOU PRINT OR SAVE A COPY OF THESE TERMS OF SALE AS A RECORD OF YOUR TRANSACTION.

REFERENCES TO "US", "WE" OR "OUR" SHALL BE CONSTRUED TO MEAN PRIVORO, LLC AND ITS AFFILIATES; AND REFERENCES TO "YOU" OR "YOUR" SHALL BE CONSTRUED TO MEAN THE PURCHASER OF THE PRODUCT THROUGH THIS SITE.

2. END-USER SALES ONLY

All purchases through this Site are for end-users only, for your personal or business use only. Resale of the products is prohibited, and any unauthorized resale does not convey any rights under these Terms to any unauthorized buyer.

3. PURCHASES ARE FINAL

ALL PURCHASES OF THE PRODUCT THROUGH THIS SITE ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE APPLICABLE CANCELLATION POLICY AND RETURNS POLICY SET FORTH BELOW.

4. OFFER AND ACCEPTANCE; CANCELLATION POLICY.

  1. (a) Any prices, quotations and descriptions made or referred to on this Site with respect to the Product are pre-sale notices only, subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order (as described below).
  2. (b) While we make every effort to ensure that items appearing on the Site are available, we cannot guarantee that all items are in stock, immediately available, or available for distribution or delivery in all parts of the Distribution Territory (as defined below) when you submit your order. We may reject your order without liability if we are unable to process or fulfill it for any reason. If this is the case, we will refund any prior payment that you have made for that item.
  3. (c) An order submitted by you constitutes an offer by you to us to purchase the Product on these Terms and is subject to our subsequent acceptance.
  4. (d) Prior to such acceptance, an automatic email acknowledgement of your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order.
  5. (e) Our acceptance of your order takes effect and the contract concluded at the point where such offer is expressly accepted by us dispatching your order and accepting your credit card or other payment for both the Product and shipment of the Product ("Acceptance"). Your order is not complete until full payment for the shipment of the Product has been received.
  6. (f) After Acceptance, you may not modify or cancel your order without our prior written consent; however: (i) we may cancel your order at any time after Acceptance and prior to shipment for any reason in our sole discretion, and in such event, we will issue you a credit or refund; and (ii) for any "pre-orders" of the Product (as specifically identified on the Site), you are permitted to cancel your pre-order up until such time as the Product has been shipped (the foregoing collectively constitutes our "Cancellation Policy").

5. PRODUCT PRICE AND PAYMENT TERMS.

  1. (a) Prices payable for the Product are those in effect at the time of dispatch or delivery, unless otherwise expressly agreed. Prices may be indicated on this Site or an order acknowledgement but the definitive price in the event of any discrepancy is the price that is provided to you on our notification of Acceptance.
  2. (b) We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including, without limitation, costs of any materials, shipping, labor or the increase or imposition of any tax, duty or other levy and any variation in foreign currency exchange rates. We also reserve the right to notify you of any mistakes in the Product descriptions or errors in pricing prior to Product dispatch. In the event we do so, we will continue with fulfillment of the order upon receipt of your acknowledgment that the Product will be provided in accordance with such revised description or corrected price.
  3. (c) The places that we deliver the Product are listed on the Site (the "Distribution Territory"). We do not guarantee Acceptance of your order for places of delivery that are located outside of the Distribution Territory.
  4. (d) Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery within the Distribution Territory (estimated charges for which are stated on the Site); and (b) value-added tax and any other tax or duty which must be added to the price payable where applicable. You agree to pay for taxes and shipping of the Product prior to shipment as such costs are estimated by us on the Site when you submit your order.
  5. (e) ALL SHIPPING COST INFORMATION ON OUR SITE IS BASED ON OUR CURRENT UNDERSTANDING OF THE PROPERTIES OF THE FINISHED PRODUCT AND ARE BEST ESTIMATES ONLY AND SUBJECT TO CHANGE. SHIPPING COSTS SHALL BE ASSESSED, AND COLLECTED, PRIOR TO SHIPMENT.
  6. (f) Payment for both the Product and shipment of the Product shall be made prior to delivery and by such methods as are indicated on the Site (and not by any other means unless we have given our prior agreement).
  7. (g) We will charge credit or debit cards prior to shipment of the Product. We reserve the right to verify credit or debit card payments prior to Acceptance.

6. TERMS OF DELIVERY.

  1. (a) Delivery timeframes specified on this Site or in any order acknowledgement, Acceptance notice, or elsewhere are estimates only. While we endeavor to meet such delivery timeframes, we do not undertake to dispatch the Product by a particular date or dates and shall not be liable to you in respect of any delays or failure to do so.
  2. (b) Delivery shall be to a valid address within the Distribution Territory submitted by you and subject to Acceptance ("Delivery Address"). You must check the Delivery Address on any acknowledgement or Acceptance we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.
  3. (c) Except to the extent required as a result of any mandatory rights you have as a consumer under applicable law, you shall not be entitled to reject the Product in whole or in part by reason of partial or incomplete delivery and shall pay in full notwithstanding partial delivery or incomplete delivery unless you notify us in writing of any claim within 5 days of the latest of the date of receipt of the relevant invoice or delivery whereupon you shall pay for the quantity actually delivered.
  4. (d) Except as otherwise expressly provided in these Terms, risk of loss of, and/or damage to the Product, passes to you on delivery or when placed in your possession or that of any carrier or transport provided by you, whichever shall occur first.

7. REJECTION, DAMAGE OR LOSS IN TRANSIT; RETURNS POLICY; WARRANTY POLICY.

(a) Statement of Returns Policy. Returns of Product shipped to you will be handled as either "Unopened/Undamaged Returns", "Opened or Damaged Returns", or "Limited Warranty Returns." The determination of which category applies will be made by Privoro, in our sole discretion, upon receipt and inspection of the returned Product, and may result in costs or charges to you, depending on our decision. (i) Unopened/Undamaged Returns. We will accept a return of unopened, undamaged Product, if and only if the Product is returned to us (postmarked or shipped) within fourteen (14) calendar days from the date it is delivered to you. If you wish to return unopened, undamaged Product under this returns Policy, you must first contact support@privoro.com to confirm your receipt of the Product and your desire to return the Product to us. Privoro will provide additional information regarding the return shipping process. (A) For purposes of this Returns Policy, "Unopened" means that the Product is in its original undamaged packaging, including any original outer wrap or seal, and has not been opened or used by you or any other person; and all security and verification seals are unbroken. If you break the seal or open the package, you can no longer return the Product as Unopened/Undamaged. Other return policies (including under the Limited Warranty) may apply if the Product is Damaged. (B) If the Product is returned under the Unopened/Undamaged Policy and is later determined by Privoro to be Opened or Damaged, we reserve the right to treat the Product as either Returned/Opened or Returned/Damaged as applicable, and you may be charged a fee if appropriate. (ii) Opened or Damaged Returns. If the Product you return to us is Unopened (but damaged), or Opened (either damaged or undamaged), one of the following return policies may apply: (A) Unopened Product Damaged in Transit. If we determine that the Product was damaged by the carrier in transit to you, we will replace the damaged Product subject to your agreement to assist and cooperate with any claim against the carrier, including if the signing and return of any documents and statements, or any other requested assistance or cooperation. (B) Opened Undamaged Product ("Returned/Opened"). If you return an Opened Product to us that is determined to be undamaged, and the Return is postmarked or shipped back within fourteen (14) calendar days from the delivery of the Product to you, we will accept the Return and refund your purchase price less the applicable Disposal Fee. (Once a Product is Opened, Privoro cannot resell the Product as "New" and can only dispose of or recycle the parts, so we charge a Disposal Fee for return of Opened Product. The amount of the Disposal Fee may vary by Product, but will be disclosed to you at the time the Return is requested.) Any charges that were applied for shipping or service fees are not refundable. (C) Opened Damaged Product. Any Opened Product that is determined to be damaged will be handled as Limited Warranty Returns, subject to the Limited Warranty Statement. (iii) General Policies and Procedures Applicable to Returns and Limited Warranty Claims. (A) In the event of damage to the Product meeting the terms and conditions of the Returns Policy, you should email [support@privoro.com] and arrange for pick-up and return of the damaged Product (which must include all original packaging, hardware, accessories materials, and documentation). Upon receipt by us of the returned Product (including all original packaging, hardware, accessories materials, and documentation) and verification of the damage, we will ship out to you a replacement Product as soon as reasonably possible. (B) Your rights of repair or replacement of the Product or any part or parts thereof as part of the Returns Policy will in all cases be negated or rendered void where: (a) the Product has been sold, purchased, used, or licensed in any manner prohibited by these Terms; (b) the Product has been modified or altered by persons other than us or any authorized dealer; (c) the Product has not been returned together with full details in writing of the alleged damage in accordance with the Returns Policy; and/or (d) the damage to the Product is due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any instructions or other directions issued or made available by us in connection with the delivered Product. (C) We will not be liable for any damage or losses arising from: (i) defective installation or use of the Product; (ii) the use of the Product in connection with other defective, unsuitable or defectively installed equipment; or (iii) your negligence, improper use or use in any manner inconsistent with our or any other manufacturer's specifications or instructions. (D) If there is a shortage or failure to deliver, or any damage to the Product, we may, in our sole discretion, at our option: (i) in the case of Product shortage or non-delivery, make good on any such shortage or non-delivery; and/or (ii) in the case of damage to the Product and in accordance with the Returns Policy, replace, exchange or repair the Product upon your return of the Product in accordance with the Returns Policy procedures set forth above. (iv) Limited Warranty Policy. In addition to the Returns Policy, we provide a one-year Limited Warranty on the Product commencing from your date of receipt of the Product. Our Limited Warranty is limited solely to those Products utilized exclusively for personal use and the Limited Warranty only extends to the original purchaser. Any use other than the personal or business use by the original purchaser shall terminate and extinguish any and all existing warranty rights. All issues related to Privoro's obligations regarding service, support, repair, or replacement of the Product or any parts of the Product shall be governed exclusively by the terms of the Limited Warranty Statement provided in the product documentation, a copy of which can be found at [www.Privoro.com/warranty]. Other important restrictions and conditions may apply, refer to the Limited Warranty Statement for details. (v) Territorial Limitations. Any repair, replacement, or support of the Products provided under the Returns Policy or the Limited Warranty shall be restricted to and provided in the applicable Distribution Territory as defined at the time of delivery. Any other support or assistance provided outside or after the expiration of any Limited Warranty, shall be restricted to and provided within the Distribution Territory only. If you purchase a Product within a defined Distribution Territory and later transport the Product outside of the Distribution Territory, Privoro does not provide returns, warranty, out-of-warranty, or aftermarket support of any kind outside the Distribution Territory.

8. TERMS OF SOFTWARE LICENSE.

Where the Product supplied includes or embodies any software or firmware (the "Software"), the Software is licensed by us or by the relevant licensor/owner subject to the relevant end-user license agreement or other license terms included with the Product and/or on the Site (the "License Terms"). Except to the extent expressly provided by us in writing or under the License Terms, the Software is provided "AS IS" without any warranties, terms or conditions as to quality, fitness for purpose, non-infringement, performance or correspondence with description and we do not offer any warranties or guarantees in relation to the Software installation, configuration or error/defect correction. Except as and only to the extent expressly permitted in the License Terms or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Software or any part thereof. You may not make the Software available for access or use by any other person or entity, including but not limited to acting as a service bureau. You may not rent, lease, lend or sublicense the Software. All components of the Software are provided as part of a bundle and may not be separated from the bundle and distributed as standalone applications.

9. LIMITATIONS OF LIABILITY.

TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE COST OF THE PRODUCT YOU ORDERED AND THAT ARE MOST CLOSELY RELATED TO YOUR DAMAGES; AND IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, OR COST OF COVER. OUR LIABILITY SHALL IN NO CIRCUMSTANCES EXTEND TO UNAUTHORIZED USE OF THE PRODUCT.

10. PRODUCT SPECIFICATIONS; DISCLAIMER OF WARRANTIES.

  1. (a) THE PRODUCT IS TO BE USED SOLELY FOR PERSONAL AND BUSINESS USE AND AS DEMONSTRATED AND INTENDED, AND IN ACCORDANCE WITH, ITS AUTHORIZED OR ACCOMPANYING INSTRUCTION MATERIALS. WE SHALL BEAR NO RESPONSIBILITY FOR ANY INCIDENTS OR INJURIES ARISING FROM ANY UNAUTHORIZED USE OF THE PRODUCT.
  2. (b) All Product specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the Site or made available by us are intended to represent no more than a general illustration of the Product and its features and do not constitute a warranty or representation by us that the Product will conform with the same. YOU UNDERSTAND AND ACCEPT THAT ALL REPRESENTATIONS OR IMAGES OF THE PRODUCT ON THIS SITE ARE OF A PRELIMINARY NATURE AND THESE ITEMS ARE INTENDED TO SERVE AS REPRESENTATIVE RENDERINGS AND ARE SUBJECT TO CHANGE. THE FINISHED DELIVERY PRODUCT MAY VARY SIGNIFICANTLY IN APPEARANCE, DIMENSIONS AND/OR WEIGHT.
  3. (c) You are prohibited from rebranding or attempting to pass the product off as originating from any source other than Privoro.
  4. (d) THE PRODUCT IS PROVIDED WITHOUT ANY WARRANTIES OR SUPPORT OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, EXCEPT AS EXPRESSLY SET FORTH IN THE ONE-YEAR LIMITED WARRANTY STATEMENT, AND NO OTHER REPRESENTATIONS OR CLAIMS OF ANY KIND SHALL BE BINDING ON OR OBLIGATE US. IF ANY TECHNICAL SUPPORT OR ASSISTANCE IS PROVIDED WITH RESPECT TO THE PRODUCT AND THE USE THEREOF, SUCH ASSISTANCE IS PROVIDED "AS IS", WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE USE OR OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. YOU BEAR ALL RISKS RELATING TO THE USE OF THE PRODUCT AND THE QUALITY AND PERFORMANCE OF THE PRODUCT AND ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION EXCEPT AS EXPRESSLY SET FORTH AS PART OF THE RETURNS POLICY AND WARRANTY POLICY. THESE TERMS STATE YOUR SOLE AND EXCLUSIVE REMEDIES.

11. REGULATORY CONSENTS, CUSTOMS DUTIES AND EXPORT.

  1. (a) If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Product by you in any part of the Distribution Market, you shall obtain such license or consent at your own expense and if necessary produce evidence to us on demand. Any additional expenses or charges incurred by us resulting from such failure shall be met by you.
  2. (b) The Product that is licensed or sold to you under these Terms may be subject to export control laws and regulations in the Distribution Market or other relevant jurisdiction where you take delivery or use the Product. You shall be responsible for complying with those laws and will not do anything to breach them.
  3. (c) You may be subject to customs charges, import duties and taxes, which are levied when the Product reaches your specified destination. Any such additional charges for customs clearance or import duties or taxes must be met by you, since we have no control over what these charges are. You should contact the local customs office in the relevant jurisdiction for further information on customs policies or duties.

12. GENERAL TERMS.

  1. (a) We shall not be liable to you nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of us being prevented, hindered or delayed in our performance under these Terms due to the occurrence of any circumstances beyond our reasonable control including, without limitation, any act of God, war, riot, civil commotion or disturbance, government action, embargoes, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, or interruption in the supply of power or materials, and in such event we may elect to cancel your order and refund any payments made.
  2. (b) You acknowledge that these Terms supersede and cancel all previous contracts, agreements and working arrangements whether oral or written, express or implied, between us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.
  3. (c) To the fullest extent permitted under applicable law, we reserve the right to modify these Terms upon prior written notice to you with effect for the future—subject to your right to reject, by way of written notice, our modifications to these Terms with respect to any orders for which Acceptance, but not yet fulfillment, has occurred.
  4. (d) No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition.
  5. (e) The construction validity and performance of these Terms shall be governed exclusively by the laws of the State of Arizona, without regard to any choice of law provision that would compel the application of any other law. Any disputes under this Agreement shall be brought in the state courts and the federal courts located in Maricopa County, Arizona, and the parties irrevocably submit to the jurisdiction and venue of these courts.
  6. (f) We may assign, transfer or otherwise delegate our rights and obligations under these terms, in whole or in part, at any time without notice to you. You may not assign these Terms, or transfer any rights or license sold hereunder.

14. ACKNOWLEDGMENT.

By purchasing the Product, you acknowledge that you have read these Terms of Sale and agree to be bound by them.

15. Applicable Law

You agree that these Terms of Use and any dispute arising out of your use or misuse of any of Privoro's Sites or Services or our products or services shall be governed by and construed in accordance with U.S. Federal Law and/or Laws of the State of Arizona, without resort to conflict of Law provisions.

Last revised August 5, 2016