ETA Compute Terms and Conditions of Purchase
Please read these Terms and Conditions of Purchase (these “Terms”) carefully. These Terms are an agreement between you (the “Customer” or “you”) and ETA COMPUTE, INC. and its Affiliates (collectively “Eta Compute”) governing your use of and access to Eta Compute’s website, currently located at etacompute.com (together with any successor sites thereto, the “Site”), as well as any offer or attempt by you to purchase the TENSAI® AI Sensor Board, TENSAI® AI Vision Board, or any other good, service, or product (collectively the “Products”) made available by Eta Compute for purchase through the Site. Your use of and access to the Site, and any offer or attempt by you to purchase one or more Products, is subject to these Terms, which may be amended as herein described. By accessing or using the Site, or by submitting an offer to purchase any Products, you agree to these Terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, PROMPTLY EXIT THIS SITE AND DO NOT SUBMIT ANY PRODUCT ORDERS.
THESE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS, CLASS ACTIONS, OR OTHER COURT PROCEEDINGS.
THESE TERMS ALSO CONTAIN LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND INDEMNIFICATION PROVISIONS THAT MAY LIMIT YOUR RIGHTS PURSUANT TO APPLICABLE LAW.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY COMPANY, CORPORATION, PARTNERSHIP, ORGANIZATION, OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS AND HEREBY DO BIND SUCH ORGNIZATION TO THESE TERMS; IF YOU DO NOT HAVE SUCH LEGAL AUTHORITY, SUCH ORGANIZATION DOES NOT HAVE PERMISSION TO ACCESS, USE, OR OTHERWISE BENEFIT FROM THE SITE. References to “you”, “your”, and the “Customer” in these Terms will refer to both the individual using the Site and to any such Organization.
If you have any questions regarding the Terms, the Site, or the Products, you should contact Eta Compute at firstname.lastname@example.org.
eCommerce. The Site may include information, services, products, materials, and programs accessible free of charge (the “Free Content”), as well as the Products available to you for purchase subject to payment. Eta Compute reserves the right to vary the Free Content and the Products and does not guarantee either that the Free Content will remain free or that any of the Products will be available for purchase. Eta Compute may make improvements or changes to the information, services, products (including, but not limited to, the Products), materials, and programs described, featured, or listed on the Site without notice. Eta Compute also: (a) reserves the right to change the Products advertised or made available for sale through the Site; the prices, components, or specifications of the Products; and any promotional offers at any time without any notice or liability to you or any other person; (b) cannot guarantee that the Products advertised or made available for sale on an the Site will be available when ordered or thereafter; (c) reserves the right to limit quantities sold or made available for sale; (d) does not warrant that information on the Site (including, without limitation, descriptions or photographs of the Product) is accurate, complete, reliable, current, or error-free; and (e) reserves the right to modify, cancel, terminate, or not process orders (including accepted orders) where the price or other material information on the Site is inaccurate, where Eta Compute has insufficient quantities to fulfill an order, or for any other reason in Eta Compute’s sole discretion. If Eta Compute does not process an order for such reason, Eta Compute will not charge you, will apply credit to the payment type used in the order, or will reimburse you in another manner.
If Eta Compute is legally required to collect sales tax on the Products you order, the tax amount will be added automatically to your purchase price. Eta Compute may use a third-party payment processor to process your payment information, including your payment card data. Be aware that you may be subject to the third-party processor’s terms and conditions and that your information may be subject to such third-party processor’s privacy practices.
By submitting an order to purchase any Products, the Customer agrees to pay those prices in effect at the time the Customer places such order. To complete any purchase through the Site, the Customer must provide Eta Compute with complete and accurate payment information, and the Customer must receive a confirmation e-mail from Eta Compute. By submitting credit card or debit card payment details to Eta Compute, you warrant that you are entitled to make purchases using those payment details. In the event of an unauthorized payment, Eta Compute reserves the right to suspend or terminate the Customer’s ability to make purchases through the Site. Although Eta Compute will attempt to process the Customer’s offer to purchase the Products promptly upon payment, Eta Compute does not guarantee that the Products will be shipped or arrive to the Customer by any specified time. In the event Eta Compute accepts Customer’s purchase order and ships any Product to the Customer, Customer shall have ten (10) days from receipt of the Product (the “Inspection Period”) to request, in writing, a credit, replacement, or refund for any Product that fails to conform to its applicable specifications, with such determination of conformity made by Eta Compute in its sole discretion. Eta Compute reserves the right to deduct its costs incurred in processing any such credit, replacement, or refund from any amount due back to the Client. The Customer shall not have any right to receive any credit, replacement, or refund for any Product after the Inspection Period. Eta Compute will not issue refunds, returns, or exchanges for products (including, but not limited to, the Products) not purchased directly through the Site. Eta Compute reserves the right to deny a refund, return or exchange in Eta Compute’s sole discretion if Eta Compute determines that you have violated these Terms.
End-Users Only. The Products are available for purchase only to Customers who will use the Products for personal, household, family, or bona fide business end use. Accordingly, you (i) acknowledge and agree that you do not intend to resell any Products purchased through the Site, (ii) represent that you are not purchasing the Products with the intention of reselling them, and (iii) represent that you are not acting on behalf of any person or entity that intends to resell any Products you purchase. If Eta Compute reasonably determines that you intend to resell, or are in the business of reselling, any of the Products, then, in addition to any other remedies available, Eta shall have the right to refuse to ship any ordered Products to you, cancel your order, and prevent you from placing future orders with Eta Compute.
Further Limitations on Use of the Site and Products; Intellectual Property. All content and services provided by Eta Compute, including, without limitation, the Site and the Products, belong to Eta Compute. Eta Compute owns all of the intellectual property rights in the content, services, Site, and Products. The content, services, Site, and Products provided are solely for the personal use of the Customer, and the Customer shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate into any final product or application, reverse engineer, reproduce, replicate, merge, or alter any content, service, Site, or Products provided under these Terms. The Products are intended for evaluation and prototyping ONLY and are not intended for production. The Customer shall not use, modify, adapt, amend, or incorporate the Products in any unauthorized application or use (each such application or use, an “Unauthorized Application”). Unauthorized Applications include, without limitation, life safety, life support, life sustaining, surgical, human implant, nuclear, and aircraft applications; any use or application in which the failure of a single component reasonably could lead to, cause, or contribute to property damage, personal injury, or death; and any military or lethal use. The Customer shall not remove or replicate any patent, trademark, logo, copyright, or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in the content, services, Site, or Products. The Customer shall not carry out any act or omission or permit any act or omission to take place that infringes or is likely to infringe any intellectual property rights owned or used by Eta Compute or its licensors or otherwise relating to the Site or the Products.
Trademark Notice. The trade names, trademarks, service marks, and logos displayed through the Site are the property of Eta Compute or other third parties. Except when referring to Eta Compute or its Products and services, you may not use Eta Compute’s trade names, trademarks, service marks, or logos (including the marks listed below), or any trade name, trademark, service mark, or logo confusingly similar thereto. Nothing contained in the Site should be construed as granting any license or right to use any trade names, trademarks, service marks, or logos without the express prior written consent of the applicable owner.
The following are registered and unregistered trademarks or service marks owned by Eta Compute in the United States and other countries: ETACORE (U.S. TM Reg. No. 5020971), DIAL TECHNOLOGY (U.S. TM Reg. No. 5509643), TENSAI (U.S. TM Reg. No. 5518032), NSP (U.S. TM Reg. No. 6124297), NEURAL SENSOR PROCESSOR. The foregoing is a non-exhaustive list of those registered and unregistered trademarks or service marks in which Eta Compute claims rights. The omission of any registered or unregistered trademark or service mark from the foregoing list shall not constitute a waiver of any intellectual property rights owned by Eta Compute, and Eta Compute expressly reserves all such rights.
Copyright Information. Unless otherwise noted, all of the text, audio, and video content within the Site or included with the Products is the copyrighted property of Eta Compute, or is used with permission from third parties. This copyrighted material includes all writing by Eta Compute staff, and some of the artwork, drawings and logos. You may print out any articles for your personal use only.
Materials accessed through the Site may not be reproduced on another website, book, or publication without express written permission from Eta Compute. Any reproduction or editing by any means, mechanical, electronic, or manual, without the explicit written permission of Eta Compute is expressly prohibited. Eta Compute also cannot guarantee that all content and material appearing on the Site do not infringe on any registered or non-registered copyrights or other third party rights.
Limitation of Liability; Warranty Disclaimers. The Customer expressly agrees that the use and accessing of the Site and the use, access, or purchase of the Products, occur at the Customer’s own risk. UNDER NO CIRCUMSTANCES SHALL ETA COMPUTE OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR THE PRODUCTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT ARISE OUT OF OR ARE RELATED TO THE SITE, THE PRODUCTS, OR THESE TERMS, INCLUDING DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SITE, THE PRODUCTS, OR ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, OR FROM ANY UNAUTHORIZED APPLICATIONS. THE FOREGOING LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ETA COMPUTE HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE SECTION TITLED “ECOMMERCE,” YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR THE PRODUCTS IS TO STOP USING THEM.
Without limiting the foregoing, the Site and the Products are provided to the Customer “as is” and “as available,” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to every Customer. The Customer must check their local laws for any restrictions or limitations regarding the exclusion of implied warranties. While Eta Compute will use reasonable efforts to include accurate and current information through the Site or in conjunction with the Products, Eta Compute makes no warranties or representations as to the accuracy or completeness of such information. Eta Compute is not responsible for any errors or omissions in, or for the results obtained from the use of, such information. The information is provided with the understanding that the information does not constitute any form of advice, recommendation, or arrangement by Eta Compute or its affiliates and is not intended to be relied upon by Customers in making (or refraining from making) any decisions based on such information. You must make your own decisions regarding whether to rely on any information posted on or accessible through the Site.
From time to time, Eta Compute may make available to the Customer links from the Site to third- party sites. These sites are not in any way approved, checked, edited, vetted, or endorsed by Eta Compute, and the Customer agrees that Eta Compute shall not be responsible or liable in any way for the content, information, advertising, products, or services available from such sites, the quality, functionality, suitability, or legality of such sites, or for any dealings that the Customer may have, or the consequences of such dealings, with such third-party site operators. Any arrangements made between the Customer and any third party named in the Site are at the Customer’s sole risk and responsibility, and Eta Compute expressly disclaims any liability for third-party information or opinions posted on or accessible through the Site or any linked third-party sites that arises under criminal or civil laws relating to defamation, intellectual property, infringement, privacy, obscenity, or any other area of law.
Indemnity. The Customer agrees to indemnify, keep indemnified, defend, and hold harmless Eta Compute and its parent companies, subsidiaries, affiliates and their respective officers, directors, employees, owners, agents, information providers, and licensors (collectively the “Indemnified Parties”) from and against any and all claims, damages, liability, losses, costs, and expenses (including legal fees), whether or not foreseeable or avoidable, incurred or suffered by any Indemnified Party and any claims or legal proceedings, whether brought or threatened, arising from the Customer’s use or accessing of, connection with, or conduct on the Site, the Customer’s purchase, use, or access of the Products, or any Unauthorized Application or other breach by the Customer of these Terms. Eta Compute reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, and in such case, the Customer agrees to co-operate with the defense of such claim.
Governing Law. These Terms, your use of the Site and the Products, all transactions through the Site, and any claims arising out of or relating to the Site and the Products (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory), shall be governed by the laws of the United States (including the Federal Arbitration Act) and the State of California without regard to California’s conflict of law provisions that would require the application of the laws of another jurisdiction.
Arbitration of Disputes. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THE SITE, THE PRODUCTS, OR THE TERMS (EACH, A “DISPUTE”), WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT, WITH RESPECT TO ANY DISPUTE, (A) ETA COMPUTE AND YOU ARE EACH WAIVING THE RIGHT TO A COURT ACTION AND A TRIAL BY A JURY; (B) ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; (C) CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED; AND (D) YOU ARE GIVING UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (currently available online at https://www.adr.org/aaa/ShowProperty?nodeId=/UCM/ADRSTAGE2021425&revision=latestreleased), as amended by these Terms. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by Eta Compute that an in-person hearing is appropriate. Any in-person appearances will be held at a location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if applicable law allows, they can seek relief against Eta Compute for you.
International Use. The Site and the Products are controlled or produced (or both) from the United States and are not intended to subject Eta Compute to any non-U.S. jurisdiction or law. By choosing to access the Site or order or use the Products from any location other than the United States, you accept full responsibility for compliance with all applicable laws. Eta Compute makes no representation that the Site or the Products are appropriate or available for use in locations outside the United States, and accessing them from territories where they are illegal is prohibited. Eta Compute, in its sole discretion, may limit the availability of the Site or the Products at any time, in whole or in part, to any person, geographic area, or jurisdiction.
You may not use, export, or re-export any the Site or the Products in violation of any applicable laws or regulations, including, but not limited to, any United States export laws and regulations, and you represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end customers.
Consequences of Breach of These Terms. In the event that Eta Compute considers or determines, in Eta Compute’s sole discretion, that the Customer has breached, violated, or contravened the Terms or has otherwise demonstrated inappropriate conduct in the use of the Site or the Products, Eta Compute reserves the absolute right to: (a) warn the Customer that Customer has violated the Terms and ask the Customer to discontinue such conduct; (b) refuse to ship any ordered Products to you, cancel your order, and prevent you from placing future orders with Eta Compute; and (c) take any other measures and pursue any other remedies available to Eta Compute by law.
Entire Agreement. The agreement set forth in these Terms supersedes all prior agreements, arrangements, and undertakings and constitutes the entire agreement relating to the subject matter of these Terms. You confirm that you have not entered into these Terms on the basis of any representation that is not expressly incorporated herein.