Terms and conditions

StretchSense — Terms of Trade

The following are the terms and conditions under which Sensor Holdings Limited, a New Zealand company, company number 7730356, trading as StretchSense, sells and licenses its Products. These terms apply to any purchase by You (“You” or “Customer”) of StretchSense Products, whether ordered via the StretchSense website or via a paper or electronic purchase order or signed quotation. These Terms do not apply if StretchSense has entered into a separate purchase agreement with You that excludes other terms and conditions.

Defined terms are included at the end of these Terms of Trade.

STRETCHSENSE SELLS ITS PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS OF TRADE AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY EITHER (1) PURCHASING PRODUCTS FROM OUR WEBSITE, OR (2) SIGNING A STRETCHSENSE QUOTATION OR PLACING A PURCHASE ORDER THAT REFERENCES THESE TERMS, YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, STRETCHSENSE WILL NOT AND DOES NOT SELL ITS PRODUCTS TO YOU.

TO THE EXTENT PERMITTED BY LAW, IF YOU ARE PURCHASING THIS PRODUCT IN THE UNITED STATES, THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Order and Acceptance

1.1 You may order Products by (i) issuing a purchase order for the applicable Products, (ii) signing and returning a valid StretchSense Quote (collectively, “Manual Purchases”) or (iii) following the ordering procedures on our website.

1.2 We reserve the right to accept or reject Your order. We will endeavor to provide order acceptance via email, but if we cannot do so, we will only accept Your order by shipping the product. You may not cancel any Order after acceptance by StretchSense.

2. Pricing and Payment

2.1 The price for Products will be (i) as stated in the pricing information on our website, or (ii) as stated in a valid StretchSense Quotation (StretchSense Quotations are valid for thirty days from issuance).

2.2 Prices do not include and You will be responsible to also pay (i) the shipping and handling charges, (ii) any taxes applicable to the transaction, and (iii) any applicable third party charges. You are also responsible for any import duties on the Products.

2.3 Website purchases must be paid in full at the time of purchase. Manual Purchases must be paid in full within seven days of the purchase, unless different payment terms are provided in the Quotation.

3. Delivery, Title and Risk of Loss

3.1 We will ship the Hardware Products to the SHIP TO address nominated by You when You place the order. Any stated time for delivery is an estimate only. You must accept and pay for the Hardware Products regardless of any delay. If the address is incorrect, you will be invoiced an extra shipping charge for redelivering.

3.2 We will ship the Products to You via the carrier we find to be most suited. We will ship Delivered at Place (DAP). Customers should be aware that they will be responsible for any local import duties and taxes.

4. Warranty

4.1 Hardware Warranty. We warrant that the Hardware Products will, at the time of delivery, meet the specifications in our Documentation, and will, for 12 months from delivery, be free from material defects in workmanship and materials, including a seam coming apart, a zip failing, a sensor short-circuit, cable break or disconnection, mechanical failure of a sensor, sensor wash-proofing failure, electronics module not charging, and mechanical failure of USB connectors.

4.2 All other defects are excluded from the warranty, including rips, tears, holes or surface abrasion, water damage to the electronics module, impact damage, exposure to excessive temperatures, garment discoloration and general cosmetic wear, as well as defects caused by modification, breach of the Terms, or use outside the documentation.

4.3 Software Warranty. The Software Warranty is provided in the End User License Agreement.

4.4 Remedies. If the Hardware Products do not meet a warranty, StretchSense may, at its option, repair or replace the defective Hardware Products, or refund the purchase price to You.

4.5 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE REMEDIES SET FORTH IN THIS CLAUSE ARE YOUR SOLE REMEDY AGAINST STRETCHSENSE FOR BREACH OF WARRANTY, AND THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED.

4.6 Repair Option. If a defect is not covered by the warranties in this clause, we will, if feasible, provide You with a quote for repair, and it will be at Your discretion whether to proceed.

5. Support

StretchSense will provide Support via email and through access to online resources available at stretchsense.com/support. We will use reasonable efforts to respond to Support requests in a timely manner but make no guarantee regarding response times.

6. Limitation of Liability

SUBJECT TO THE EXCEPTION BELOW, IN NO EVENT WILL STRETCHSENSE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. STRETCHSENSE’S LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE PURCHASE PRICE FOR THE PARTICULAR PURCHASE OF PRODUCT(S) THAT CAUSED THE DAMAGES.

Notwithstanding the foregoing, this Agreement does not limit liability due to death or physical personal injury caused by gross negligence, or liability due to fraudulent misrepresentations or willful misconduct. You may have other rights under applicable mandatory local laws.

7. Privacy

StretchSense collects information about your purchase and use of the Products, which it uses in an anonymized manner for Product improvement purposes. You can disable tracking from the ‘Settings’ section of your StretchSense My Account at stretchsense.com/my-account. When You provide personal information to us, we will comply with applicable privacy and data protection laws and with our privacy policy at stretchsense.com/privacy-policy.

8. Intellectual Property

8.1 StretchSense and its licensors own all intellectual property rights in and to the Products. StretchSense grants You a license to use the firmware installed in the Hardware Products, as further defined in a separate End User License Agreement. As a condition of Your license, You must not use the Products or data generated from their use to train machine learning models for commercial purposes, but You may do so for non-commercial uses such as education or academic research.

8.2 StretchSense shall defend any claim, suit or proceeding brought against You based on a claim that any Product infringes a patent, copyright or trade secret, and shall pay all damages and costs finally awarded, provided that StretchSense is notified promptly in writing and given full authority, information and assistance for the defense of such claim.

9. Export Control

The Products may be subject to export control laws, including the United States Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Products to any jurisdiction or country to which export is prohibited by law. You shall comply with all applicable laws and complete all required undertakings, including obtaining any necessary export license, prior to making the Product available to any third party.

10. Arbitration and Class Action Waiver

(Applicable only if You are resident or domiciled in the United States)

STRETCHSENSE AND YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.

Any claim, dispute or controversy between You and StretchSense arising from or relating in any way to Your purchase of Products will be resolved exclusively and finally by binding arbitration, administered by the American Arbitration Association (“AAA”) in accordance with the AAA Rules then in effect. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

We will be responsible for paying any individual consumer’s arbitration fees unless the arbitrator finds your claim(s) to be frivolous. You may elect to pursue Your claim in small-claims court rather than arbitration if You provide us with written notice within 60 days of Your purchase. Neither You nor StretchSense will be entitled to join or consolidate claims by or against other customers, or otherwise participate in any claim as a class representative or class member.