RemoteLock Hardware Sales Agreement

Last updated on April 20, 2022. 

This Hardware Sales Agreement (the “Agreement”) is between LockState Inc. dba RemoteLock (“RemoteLock”), and the individual or entity (the “Customer”) signing or otherwise accepting any order form or similar document (“Order Form”) that references this Agreement and identifies the hardware being sold by RemoteLock to Customer (the “Hardware”). This Agreement is effective as of Customer’s execution and RemoteLock’s acceptance of the Order Form referencing this Agreement (the “Effective Date”).  If the individual accepting this Agreement is accepting on behalf of a legal entity, such individual represents that they have the authority to bind such entity and its affiliates to this Agreement, in which case the term “Customer” shall refer to the entity and its affiliates.

Fees.

Payment.  Customer agrees that RemoteLock may charge Customer for all applicable fees for the Hardware (“Fees”). Applicable Fees shall be set forth in the Order Form or on Customer’s current price list for Hardware.  All quoted Fees will be exclusive of taxes, duties and the like, which may be charged by RemoteLock and will be paid by Customer (exclusive of taxes based on RemoteLock’s net income).  If Customer has provided a credit and/or debit card for payment, Customer agrees that the Fees may be charged immediately.  If the Order Form indicates that Fees shall be invoiced, Fees shall be due within thirty (30) days of invoice date.  Invoices may be sent immediately, and Customer agrees that RemoteLock may send invoices to any address that is set forth on the Order Form.  RemoteLock shall not be required to use Customer’s payment system to submit an invoice, and Customer hereby represents that Customer does not require a purchase order to issue before invoicing.  If Customer fails to pay the Fees on time, RemoteLock may charge the lesser of 1% interest per month or the maximum allowable under applicable law on overdue amounts. Ownership of Hardware shall not pass to Customer until full payment of applicable Fees. 

Limited Warranty and Warranty Disclaimer.

Limited Warranty.

Warranties set forth at https://www.remotelock.com/warranty-info/ shall apply to Hardware that is RemoteLock-branded.  To the extent that it has the rights to do so, Company shall pass through any warranties applicable to other Hardware from the manufacturers of such Hardware.

Warranty Disclaimer.

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN CUSTOMER AGREES THAT REMOTELOCK PROVIDES THE HARDWARE ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OR REPRESENTATIONS. REMOTELOCK DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE HARDWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND REMOTELOCK EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REMOTELOCK DOES NOT WARRANT THAT THE HARDWARE WILL FUNCTION UNITERRUPTED OR ERROR FREE, THAT THE HARDWARE WILL PREVENT OCCURRENCES OF PROPERTY DAMAGE, THEFT, LOSS OR PERSONAL INJURY OR THAT THE HARDWARE WILL SATISFY ANY PARTICULAR PERFORMANCE CRITERIA. 

Limitation of Liability.

CUSTOMER AGREES THAT, TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SHALL REMOTELOCK OR ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS OR SUPPLIERS (COLLECTIVELY, REMOTELOCK AND THE OTHER ENTITIES, THE “REMOTELOCK ENTITIES”) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT OR THE HARDWARE, INCLUDING BUT NOT LIMITED TO UNAUTHORIZED ACCESS TO CUSTOMER’S PROPERTY OR PROPERTY DAMAGE, EVEN IF THE REMOTELOCK ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADDITIONALLY, TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SHALL THE REMOTELOCK ENTITIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNT PAID BY CUSTOMER TO REMOTELOCK IN CONNECTION WITH THIS AGREEMENT OR ONE HUNDRED DOLLARS (US$100.00). THE LIMITATIONS OF THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE LIMITATION OF LIABILITY.

Choice of Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its conflict of law provisions. The parties agree that the Uniform Computer Information Transactions Act (UCITA) is hereby excluded from application to this Agreement and the parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.  Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court in Denver, Colorado, U.S.A., and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.

General. 

Electronic Communications.  Customer consents to receiving electronic communications from RemoteLock. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Hardware. These electronic communications are part of Customer’s relationship with RemoteLock and Customer receives them as part of Customer’s agreement with RemoteLock. Customer agrees that any notices, agreements, disclosures or other communications that RemoteLock sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

Entire Agreement. Unless Customer has entered into a separate agreement or ordering document with RemoteLock that contains additional terms (a “Master Agreement”), this Agreement represents the entire understanding between Customer and RemoteLock relating to Customer’s purchase and/or use of the Hardware set forth in the Order Form.  If a Master Agreements applies to the Hardware, the terms of the Master Agreement and this Agreement shall apply to the Hardware unless otherwise set forth in the Master Agreement.  In the event of a conflict between the Master Agreement and this Agreement, the Master Agreement shall control.  For the avoidance of doubt, other than as set forth in the foregoing sentence, this Agreement prevails over any other communications between Customer, or on Customer’s behalf, and RemoteLock, including any prior version of this Agreement. 

Notice.  Any notice hereunder shall be in writing and shall be given by certified mail or by email.  Notice to Customer shall be to any physical and/or email address that is provided by Customer (or on Customer’s behalf) to RemoteLock.  Notice to RemoteLock shall be provided by email to legalnotice@remotelock.com.  Notices shall be deemed given when received.

Force Majeure

Neither party shall be liable for any breach of the Agreement or for any delay or failure of performance resulting from any cause beyond such party’s reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, pandemics or acts of God.

Other Provisions.

No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced.

No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall be deemed as a waiver of any such right, power or remedy.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. The parties’ relationship shall be solely that of independent contractor and nothing contained in this Agreement shall be construed to make either party an agent, partner, joint venturer or representative of the other for any purpose.