Looq Hardware Terms and Conditions of Sale or Lease and Limited Warranty
Last Updated: June 6, 2023
LiMAR AI doing business as Looq hereby sets forth the Terms and Conditions of Sale or Lease (“Terms of Sale”) pertaining to the Buyer of any Looq Camera (the “Camera”) and accessories (together, the “Hardware”). To deploy the Camera, Buyer must also subscribe to the Looq Platform (the “Platform”), which is subject to additional fees, and agree to the Looq Platform Services Agreement. Unless approved by Looq, use of the Camera with any application or 3D model-generating software other than the Looq Platform is strictly prohibited.
BY CLICKING “I AGREE” IN CONNECTION WITH THESE TERMS OF SALE, BY ELECTRONICALLY OR MANUALLY SIGNING THESE TERMS OF SALE, AND/OR BY ACCEPTING DELIVERY OF HARDWARE, BUYER SIGNIFIES BUYER’S AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS OF SALE.
These Terms of Sale constitute the entire agreement between Looq and the Buyer regarding the Buyer’s purchase or lease of Hardware, and supersede all prior communications and agreements, written or verbal, relating thereto. Any additional, inconsistent, or different terms and conditions in any order or other communication from Buyer are hereby expressly rejected. Looq reserves the right to revise these Terms of Sale in its sole discretion at any time and without prior notice to Buyer by updating these Terms of Sale provided that such changes shall be effective from the moment a revised posting is made only with respect to Hardware purchased after the revision date. If Buyer places an order for Hardware after a change has been posted then such order constitutes Buyer’s acceptance of the updated Terms of Sale which shall apply to that order.
- Pricing and Payment.
(a) Pricing: The price of Hardware purchased hereunder is as designated in an online order initiated by the Buyer or a price quote provided by Looq, with payment options as specified therein. Buyer’s total payment amount will include the price of the Hardware(s) plus any applicable sales, value added, goods and/or use tax ("Sales Tax"). Looq will charge Sales Tax only in countries, territories, or US states and in accordance with regulations and laws requiring it, to the best of Looq’s knowledge.
(b) Payment: Looq reserves the right to require payment for an order before shipping to Buyer. If Looq extends credit to Buyer, which it may do at its sole discretion, the associated invoice is payable within thirty (30) days unless otherwise specified, and Buyer shall pay a late charge equal to the lesser of 1.5% of the total amount payable per month (prorated if necessary) or the maximum amount permitted under applicable law, on any past due balance. Buyer shall pay all amounts due without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Looq reserves the right to recover all fees incurred as a result of the referral for collection of any of the above fees to an agency or legal firm.
(c) Availability: All Hardware sales are final. If the Hardware becomes unavailable following Buyer’s purchase but prior to delivery, Buyer’s sole and exclusive remedy is a full refund of the purchase price. If technical problems prevent or unreasonably delay delivery of Buyer’s Hardware, Buyer’s sole and exclusive remedy is either replacement by comparable hardware or full refund of the purchase price.
- Delivery and Title.
(a) Delivery: Unless specified to the contrary in writing by Looq, Buyer shall be liable for all costs associated with shipping the Hardware to Buyer. Unless specified to the contrary in writing by Looq, risk of loss or damage of the Hardware shall pass to Buyer at the FOB Origin point, Incoterms 2020. Looq shall not be liable for any loss or expense incurred by Buyer related to inaccuracy in any estimated delivery date provided by Looq or its shipping agents.
(b) Title: In the event of sale of the Hardware to Buyer, Looq will retain title to the Hardware until payment for the Hardware is received in full by Looq and Buyer takes control of the Hardware. If Looq leases Hardware to Buyer, Looq retains title to the hardware. Until title to the Hardware is obtained, Buyer shall: (i) store the Hardware separately from all other goods held by Buyer so that it remains readily identifiable as Looq’s property, (ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware, (iii) maintain the Hardware in satisfactory condition and keep it insured against all risks for its full price from the date of delivery, and (iv) give Looq such information relating to the Hardware as Looq may require from time to time.
(c) Recovery: If Buyer fails to make payment for the Hardware, and it has already been delivered: (i) Looq may use all legal means to recover the outstanding amounts and or such Hardware at Buyer’s expense; and (ii) Looq will have the right to block Buyer’s use of the Looq Platform in connection with processing or hosting of any imagery from the Camera.
- Return and Recall.
(a) Return for Hardware Without Faults: Buyer must obtain written consent from Looq to return Hardware without faults. Upon such consent and return of Hardware, Looq will provide a refund minus a 10% restocking fee based upon the original payment method.
(b) Return for Hardware with Faults: If the Hardware develops either a manufacturing or operational fault within twenty-one (21) days of delivery, Buyer has the option of an exchange or refund at no cost. If the fault occurs after such 21-day period, Buyer’s warranty rights are as set forth in Section 5. In all cases, Looq reserves the right to inspect the Hardware and Buyer must obtain written consent from Looq to return the hardware.
(c) Return Limitations: Buyer’s right to return the Hardware set forth in this Section 4 shall not apply if: (i) a defect or fault arises because Buyer failed to follow Looq’s instructions as to storage, commissioning, installation, use and maintenance or good trade practice regarding the same, (ii) Buyer alters or repairs the Hardware without the written consent of Looq, or (iii) a defect or fault arises as a result of wear and tear, damage, negligence, or abnormal storage or working conditions.
(d) Recall: If Buyer becomes aware of, or is the subject of any court order, request, or other directive of a governmental or regulatory authority to withdraw any Hardware from sale in any market (“Directed Recall Notice”), then Buyer must notify Looq in writing immediately including a copy of any Recall Notice. Additionally, Looq, at its sole discretion, may issue its own notice to withdraw or recall any Hardware from sale from any market (“Looq Recall Notice”). If Buyer is a distributor or reseller of Hardware, then Buyer must comply with any recall notice and Looq’s instructions regarding the same and give all reasonable assistance as Looq may require. If Buyer is an end-user of the Hardware, then Buyer must comply with any recall notice and Looq’s instructions regarding the same. Looq, at its sole discretion, will decide any remedies in the event of a recall.
- Limited Warranty.
(a) Looq warrants Camera against defects in material and workmanship for a period of one (1) year from original date of shipment to Buyer (the “Warranty Period”).
(b) Non-Looq branded accessories to the Camera distributed as part of the Hardware are sold "as is" and without warranty of any kind by Looq, including any implied warranty regarding merchantability or fitness for a particular purpose, and all such warranties are disclaimed. The sole warranty, if any, with the respect to such non-Looq branded items is given by the manufacturer or producer thereof. These excluded accessories include, but are not limited to, the following items: batteries, battery cables, battery mounting clips, electrical cables and connectors (such as USB or ethernet cables), and wireless communication equipment (such as routers).
(c) This limited warranty is for the benefit of Buyer or, if Buyer is a distributor or reseller, the original end purchaser only and is not transferable by the end purchaser. This limited warranty will also apply to any Camera shipped as part of a trade-in or upgrade transaction, and to any refurbished Camera sold. With respect to any Camera that Looq ships to Buyer in exchange for a defective or damaged Camera, the Warranty Period for such shipped Camera shall not be extended beyond the end of the Camera Period for the original Hardware purchase. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WRITTEN, ORAL OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY SHALL NOT APPLY IF THE HARDWARE HAS BEEN REPAIRED OR ALTERED, EXCEPT BY LOOQ, OR IF IT HAS BEEN SUBJECTED TO MISUSE, NEGLIGENCE, OR ACCIDENT. In the event any defect in the material or workmanship of the Camera arises during the Warranty Period, Looq’s sole liability shall be (at the option of Looq) to repair, provide a refund for, or replace any Camera returned by Buyer during the Warranty Period, provided that (a) Looq is notified in writing by Buyer of the claimed defect(s) during the Warranty Period, (b) the Hardware is returned to Looq in the undamaged original Hardware packaging, and (c) Looq’s examination of the Camera discloses to its satisfaction that the defect(s) were not caused by misuse, negligence, accident, or unauthorized repair or alteration by Buyer or on Buyer’s behalf. All shipping costs to Looq from any location in the United States, or from Looq to any location in the United States, for any Camera that is repaired or replaced under this limited warranty, will be at Looq’s expense; provided, however, that Buyer will bear the expense of shipping any such Camera to or from any non-U.S. location, and all shipping costs to and from Looq for any Camera that is repaired or replaced outside the scope of this limited warranty will be at Buyer’s expense. This warranty does not apply: (a) to cosmetic damage of any kind howsoever caused; (b) to damage caused by use with a third party component or product not approved by Looq; (c) to accidental damage or damages caused by, misuse, neglect, abuse, fire or other external cause; (d) to damage caused by operating the Hardware contrary to Looq’s guidelines; (e) to damage caused by and third party in servicing, altering or upgrading the Hardware; or (f) to damage caused by normal wear and tear or otherwise due to the normal aging of the Hardware.
(d) LOOQ’S ONLY LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OF A DEFECT IN THE HARDWARE, WHETHER ARISING IN TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR CONTRACT, IS AS STATED IN THIS SECTION 5.
(e) IN NO EVENT SHALL LOOQ OR ITS AFFILIATES OR LICENSORS HAVE ANY OTHER LIABILITY FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING IN CONNECTION WITH ANY HARDWARE OR THESE TERMS OF SALE IN PARTICULAR, LOOQ SHALL NOT BE LIABLE FOR (I) LOST PROFITS, (II) LOST DATA, (III) LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR (IV) FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF LOOQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(f) IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF LOOQ AND ITS AFFILIATES AND LICENSORS RELATING TO ANY HARDWARE OR THESE TERMS OF SALE FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT (INCLUDING, WITHOUT LIMITATION, NEHLIGENCE), CONTRACT AND STRICT LIABILITY, EXCEED THE TOTAL AMOUNTS BUYER PAID TO LOOQ UNDER THESE TERMS OF SALE.
(g) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. WITHOUT LIMITING ANY OTHER CONDITION SET FORTH IN THIS SECTION, LOOQ WILL HAVE NO WARRANTY OBLIGATION HEREUNDER IF BUYER FAILS TO RETURN THE HARDWARE IN THE UNDAMAGED ORIGINAL PACKAGING OR IF BUYER HAS INSTALLED ANY FIRMWARE IN THE HARDWARE OTHER THAN THE FIRMWARE INITIALLY EMBEDDED IN THE HARDWARE OR ANY FIRMWARE UPDATE SUBSEQUENTLY PROVIDED BY LOOQ.
(h) APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR SOME OR ALL OF THE FOREGOING LIMITATION OF LIABILITY, SO SOME OR ALL OF THE FOREGOING DISCLAIMERS AND/OR LIMITATION MAY NOT APPLY TO BUYER.
(i) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SALE, NOTHING IN THESE TERMS OF SALE EXCLUDES OR LIMITS ANY LIABILITY OF LOOQ THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Certain software is embedded in the Camera by Looq (the “Firmware”). Subject to these Terms of Sale, Looq grants Buyer a non-exclusive, revocable, limited license to use the Firmware solely with the Camera and in binary executable form only. The foregoing does not include a license to any source code. Buyer shall not cause, or permit any third party to, reverse engineer, decompile, modify, translate or disassemble any of the Firmware; create derivative works based upon any of the Firmware; or do anything else that would adversely affect the intellectual property rights of Looq and its licensors in and to the Firmware. Buyer acknowledges that the source code underlying the Firmware is the confidential and proprietary information of Looq and its licensors. Buyer shall not install any firmware or other software on any Camera other than the Firmware or an update to the Firmware provided by Looq. If Buyer installs any firmware on the Camera other than the Firmware (or any Firmware update provided by Looq), such action will be deemed a material breach of these Terms of Sale that will void the warranty set forth in Section 5. In addition, without limiting any other remedy available to Looq, Looq reserves the right to bring an action against Buyer for breach of contract and infringement of intellectual property rights in such event.
- Governing Law; Venue.
Unless prohibited by applicable law, these Terms of Sale shall be interpreted in accordance with the laws of the state of California without reference to its conflict of law provisions. Any litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder shall be conducted exclusively before the state and federal courts in and for San Diego County, California, and the parties specifically consent to San Diego, California, as the exclusive venue for any such proceeding. These Terms of Sale and the transaction hereunder shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
- Intellectual Property.
Except as set forth in Section 7, nothing in these Terms of Sale shall be deemed to convey any intellectual property right to Buyer in and to the Hardware, Firmware, Looq Platform, or any other technology of Looq or its licensors. Buyer agrees that (although Looq may request that Buyer contribute towards the design and development of its products), as between the parties, Looq is the sole owner of all intellectual property rights in and to the Hardware and other property described in this Section.
(a) Buyer’s failure to perform any of Buyer’s obligations hereunder including, without limitation, the payment in full of the purchase price for the Hardware, shall constitute default under these Terms of Sale.
(b) Buyer represents and warrants that Buyer is not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. government embargo (currently (for reference only), Crimea, Cuba, Iran, North Korea, Syria, Russia and Venezuela); and (b) Buyer is not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted. Buyer shall not export, re-export, import, or transfer the Hardware in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and Buyer shall not assist or facilitate others in doing any of the foregoing
(c) A waiver of any condition or default is not a waiver of any subsequent default.
(d) Buyer may not assign or otherwise transfer any rights hereunder without Looq’s prior written consent, and any attempt to do so without consent is void. These Terms of Sale are binding upon and for the benefit of the respective successors and assigns of Looq.
(e) If any provision of these Terms of Sale is unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining provisions.
(f) Notwithstanding anything to the contrary in Section 1, these Terms of Sale do not govern: (i) any use of the Looq Platform that communicates with Hardware and processes Camera imagery to produce 3D models, which use is governed by the Looq Platform Services Agreement.
(g) Unless otherwise specified herein, all notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and: (i) if to Looq, delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to Looq AI DBA Looq, , Attn: Legal Notices; or (ii) if to Buyer, by email or by posting a notice to Buyer’s account in the Looq Platform.
(h) Except as provided in Section 1, any changes in these Terms of Sale are not valid unless in a writing signed by an officer of Looq. Preprinted terms on or attached to any order Buyer issues hereunder and all other separate terms and/or documents introduced after the acceptance of this Agreement or the performance of Services or delivery of the Hardware, even if signed by Looq, shall be null and void and of no effect without a mutually signed amendment hereto expressly citing this Agreement.
(i) Buyer acknowledges that Buyer has read these Terms of Sale, understands them, and agrees to all terms and conditions in these Terms of Sale.
(j) A person who is not a party to these Terms of Sale shall not have any rights to enforce its terms.