Edgertronic by Sanstreak Usage Agreement
- 1 SECTION 1: TERMINOLOGY
- 2 SECTION 2: USE OF EDGERTRONIC CAMERA
- 3 SECTION 3: SOFTWARE LICENSE
- 4 SECTION 4: SOFTWARE LICENSE RESTRICTIONS
- 5 SECTION 5: PROHIBITED USES
- 6 SECTION 6: NO MISSION-CRITICAL USAGE
- 7 SECTION 7: NO EXPORTS
- 8 SECTION 8: GOVERNMENT END USERS
- 9 SECTION 9: HARDWARE WARRANTY
- 10 SECTION 10: EXCLUSIONS
- 11 SECTION 11: NO ADDITIONAL WARRANTY
- 12 SECTION 12: RETURN POLICY
- 13 SECTION 13: LIMITATION OF LIABILITY
- 14 SECTION 14: NO INDEMNIFICATION
- 15 SECTION 15: ENTIRE AGREEMENT
- 16 SECTION 16: CHANGES TO THIS AGREEMENT
- 17 SECTION 17: SEVERABILITY
- 18 SECTION 18: AMENDMENT, WAIVER, AND MODIFICATION
- 19 SECTION 19: TERM AND TERMINATION
- 20 SECTION 20: ASSIGNMENT
- 21 SECTION 21: CUSTOMER RELATIONSHIP
- 22 SECTION 22: APPLICABLE LAW
SECTION 1: TERMINOLOGY
A. The term “Agreement” refers to this edgertronic™ by Sanstreak Usage Agreement.
B. The terms “Customer”, “You” and “Your” refer to the person, corporation, governmental organization or other legal entity that uses the Website, and/or purchases or uses the Edgertronic Camera.
C. The term “Edgertronic Camera” refers to the Sanstreak edgertronic™ high-speed video camera system, including, but not limited to the Hardware and Software.
D. The term “Hardware” refers to the physical, electronic, mechanical and optical components of the Edgertronic Camera.
E. The term “Sanstreak” refers to Sanstreak Corporation.
F. The term “Software” refers to internal and external software, firmware, APIs, SDKs, source code, update images and FPGA configuration code, whether available on the Website, supplied with the Edgertronic Camera or updated at a later date.
G. The term “Warranty Period” refers to the one-year period, beginning on the date the Edgertronic Camera is delivered to Customer, as indicated by the carrier’s delivery and/or signature confirmation records.
H. The term “Website” refers to Sanstreak’s e-commerce website, edgertronic.com, and/or Sanstreak’s wiki, wiki.edgertronic.com.
SECTION 2: USE OF EDGERTRONIC CAMERA
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE EDGERTRONIC CAMERA OR THE WEBSITE. SANSTREAK PROVIDES THE EDGERTRONIC CAMERA SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY USING THE EDGERTRONIC CAMERA AND/OR WEBSITE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, SANSTREAK WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST NOT USE THE EDGERTRONIC CAMERA OR THE WEBSITE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE SOFTWARE.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE EDGERTRONIC CAMERA OR THE WEBSITE. SUBJECT TO THE SECTION 12 (RETURN POLICY), YOU MAY RETURN THE ENTIRE EDGERTRONIC CAMERA, IN UNUSED CONDITION, TO OBTAIN A REFUND. A RESTOCKING FEE WILL APPLY.
SECTION 3: SOFTWARE LICENSE
A. The Software is licensed, not sold, to you by Sanstreak, for use only pursuant to the terms and conditions of this Agreement. Sanstreak and/or Sanstreak’s licensors retain ownership of all right, title and interest with respect to the Software itself and reserve all rights not expressly granted to you. You agree that the terms of this Agreement will apply to any software product that may be pre-installed on the Edgertronic Camera, unless such product is accompanied by a separate license (such as an open source license), in such case you agree that the terms of that license will govern your use of that product.
B. Sanstreak, at its sole discretion, may make available future upgrades or updates to the Software. Upgrades and updates, if any, may not necessarily include all existing software features or new features that Sanstreak releases for newer or other models of the Edgertronic Camera. The terms of this Agreement will govern any software upgrades or updates provided by Sanstreak that replace and/or supplement the original Software, unless such upgrade or update is accompanied by a separate license in such case the terms of that license will govern.
SECTION 4: SOFTWARE LICENSE RESTRICTIONS
A. Subject to the terms and conditions of this Agreement, for each Edgertronic Camera that you own and use, you are granted a limited, non-exclusive license to download, install, and use a single copy of the Software on such Edgertronic Camera.
B. The Software is licensed exclusively for use on the Hardware. Any use of the Software on a computer, device or virtual machine that is not manufactured or authorized by Sanstreak is prohibited.
C. You may not rent, lease, lend, sell, redistribute or sublicense the Software.
D. Except as provided in clause (G), you may not copy, modify or redistribute the Software or any portions thereof.
E. Except as provided in clauses (A) and (G), You may not, and you agree not to or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or any services provided by the Software or any part thereof.
F. Sanstreak may provide as an upgrade, update, or part of the Software, access to certain third-party software or services as a convenience. To the extent that the Software contains or provides access to any third-party software or services, Sanstreak has no express or implied obligation to provide any technical or other support for such software or services, nor shall Sanstreak have any responsibility or liability for such software or services. Please contact the appropriate software vendor, manufacturer or service provider directly for technical support and customer service related to its software, service and/or products.
G. To the extent that Sanstreak provides any source code (that is not subject to an open source license) to Customer, Customer will be permitted to modify such source code; provided that Customer (i) promptly notifies and discloses to Sanstreak any such modifications; and (ii) hereby grants to Sanstreak a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, worldwide license (with the right to grant and authorize sublicenses through multiple tiers) to practice, use and exploit such modifications in any manner whatsoever through means now known or hereafter discovered without restriction.
SECTION 5: PROHIBITED USES
A. The following uses of the Edgertronic Camera are expressly prohibited:
i. in violation of any law, regulation or rule;
ii. directly or indirectly, to commit a crime or immoral act as determined by the applicable international, national, state or local laws and customs;
ii. directly or indirectly, to engage in, or to assist in acts of insurrection, terrorism, or nuclear proliferation;
iv. in violation of Sanstreak’s or any other third-party’s intellectual property rights;
v. on hardware or devices not designed, manufactured or sold by Sanstreak;
vi. in order to knowingly providing false or inaccurate information in an attempt to deceive;
vii. to develop, generate or disseminate viruses, worms, bots, trojans, spam, malware or DDoS attacks;
viii. to interfere with our website and/or e-commerce, including, but not limited to: by hacking, DDoS attacks, take-overs and spamming; and
ix. for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to Sanstreak’s commercial disadvantage.
B. Engaging in any of the above prohibited actions will terminate this Agreement granted and you shall no longer be permitted to use the Software.
SECTION 6: NO MISSION-CRITICAL USAGE
The Edgertronic Camera is not designed, intended, or suitable for use in any mission-critical application where defects, bugs, errors and other operational failures of the Edgertronic Camera can result in death, personal injury or property damage or loss. You shall not use the Edgertronic Camera in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including:
A. power generation systems;
B. aircraft navigation or communication systems, air traffic control systems or any other transport management systems;
C. safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and
D. military or aerospace applications, weapons systems or environments.
SECTION 7: NO EXPORTS
A. Sanstreak does not export the Edgertronic Camera and will only ship to verified U.S. addresses. There are no exceptions to this policy.
B. Sanstreak will not provide any export assistance, documentation, advice or legal guidance to Customers who wish to export the Edgertronic Camera. There are no exceptions to this policy.
C. The Edgertronic Camera may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Software or Hardware to, or make the Software or Hardware accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software or Hardware available outside the U.S.
D. The Edgertronic Camera may not be exported or re-exported (a) into any U.S. embargoed countries; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals; or (c) the U.S. Department of Commerce Denied Person’s List or Entity List.
SECTION 8: GOVERNMENT END USERS
The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if Customer is the US Government or any contractor therefor, Customer shall receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with: (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors; or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
SECTION 9: HARDWARE WARRANTY
A. Subject to Section 10 (Exclusions), Sanstreak warrants the Hardware against defects in materials and workmanship for the Warranty Period.
B. Sanstreak is not responsible for damage arising from failure to follow instructions relating to the Edgertronic Camera’s use.
C. Some special order or custom products may be sold without a warranty. This will be indicated on the purchase documentation.
D. Sanstreak will make the final determination of warranty validity. If a valid claim is received within the Warranty Period, at Sanstreak’s sole discretion, we will either (a) repair or replace the Hardware at no charge or (b) refund the purchase price of the Edgertronic Camera.
E. In the case of a repair, replacement or refund, the returned Edgertronic Camera and/or parts will become the property of Sanstreak.
F. Repairs and/or replacement, whether in or out of warranty may utilize repaired and/or refurbished parts at the discretion of Sanstreak.
G. If the Hardware is out of warranty or the warranty is void, Sanstreak will offer a repair/refurbish service at a cost determined by Sanstreak.
SECTION 10: EXCLUSIONS
A. The warranty only covers parts and accessories that are made by or to Sanstreak specifications. Parts not covered include, but are not limited to: lenses, cables and power supplies. Sanstreak provides these parts as-is and as a convenience to Customer. These products may be covered by their manufacturer’s warranties, if any.
B. The warranty does not cover any software, including, but not limited to software that is an integral part of the product and third-party software distributed or recommended by Sanstreak.
C. The warranty does not cover cosmetic issues (fit, finish etc.) which do not affect the operation or use of the Edgertronic Camera.
D. Damage caused by the following are not covered by the warranty and will void the warranty:
i. Accident, abuse, negligence, and/or malicious destruction;
ii. Products, service or modifications not approved by Sanstreak;
iii. Usage beyond what is reasonably expected;
iv. Water, dust, dirt, condensation, extreme temperatures, pressures and/or excessive vibration;
v. Cleaning with abrasives and/or harsh solvents;
vi. Incorrect voltage, polarity and/or improper voltage sources;
vii. Imaging excessively bright lights, including, but not limited to direct sun, lasers, arc welding, etc.;
viii. Ionizing radiation; and
ix. Act of God, war, insurrection, terrorism and/or other disasters, either natural or man-made.
E. Defacing, altering or removing the serial number (MAC Address) will void the warranty.
F. There are no user serviceable parts inside. Opening the Edgertronic Camera will void the warranty.
G. The warranty does not cover shipping, fees, duties and/or other expenses related to transporting the Edgertronic Camera to and/or from the manufacturer for warranty-related matters.
H. The warranty terms above apply only to Customers in the U.S. No warranty is offered or implied outside of the U.S.
FOR CLARITY, SANSTREAK’S SOLE RESPONSIBILITY FOR HARDWARE DEFECTS IS LIMITED TO REPAIR OR REPLACEMENT SERVICE AS DETERMINED BY SANSTREAK, IN ITS SOLE DISCRETION.
SECTION 11: NO ADDITIONAL WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 (HARDWARE WARRANTY), THE EDGERTRONIC CAMERA IS PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 (HARDWARE WARRANTY), SANSTREAK, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE EDGERTRONIC CAMERA, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SANSTREAK PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE EDGERTRONIC CAMERA WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SECTION 12: RETURN POLICY
Sanstreak was founded with the goal of making high-speed video accessible to a broader market. Sanstreak makes of specialized products that are built to order in modest production runs for a select few. Sanstreak sells directly to customers, and Sanstreak’s low overhead and clever design allows savings to be passed on to customers. As a result, Sanstreak has a limited return policy. Please find the terms and conditions of the returns policy set forth below:
A. No refunds after fourteen days.
B. No refunds or exchanges on special order or NCNR items.
C. All returns for refund must be received in new and unused condition, in their original box, and must include all packing material and all accessories.
D. All returns for refund are subject to a minimum 15% restocking fee.
E. All returns require prior authorization. Returns without a return authorization number will be refused and returned. All returns require Customer to email Sanstreak a tracking number at the time of shipment.
F. All shipping fees, insurance, taxes and duties (both directions) are the responsibility of Customer and are non-refundable.
G. Defective products will be repaired or exchanged, as per the terms of the warranty, or refunded at Sanstreak’s discretion.
H. Claims for missing and/or damaged items must be made within three business days of receipt.
I. In the case of damage caused in shipping, Customer is responsible for contacting the shipping carrier to inspect the package to ensure full compensation from the carrier.
J. In the above, the three-day, fourteen-day or one-year periods begin on the day the product is delivered to Customer, and ends on the day the product is returned and accepted by Sanstreak.
High-speed videography involves equipment, techniques and issues which can be very different from typical videography. Sanstreak will attempt to inform Customers of these differences, but ultimately, Customer is solely responsible for determining if these products are suitable for their application.
SECTION 13: LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
- IN NO EVENT WILL SANSTREAK OR ITS AFFILIATES OR SERVICE PROVIDERS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE EDGERTRONIC CAMERA, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SANSTREAK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
- IN NO EVENT WILL SANSTREAK’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SANSTREAK PURSUANT TO THIS AGREEMENT FOR THE EDGERTRONIC CAMERA.
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
SECTION 14: NO INDEMNIFICATION
Sanstreak will not indemnify, defend or hold harmless Customer against any loss, liability, expenses or costs. The terms of this section are non-revocable and shall survive the termination of this Agreement.
SECTION 15: ENTIRE AGREEMENT
A. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any and all prior agreements and conversations, whether oral, written or electronic, between the parties with respect to the subject matter hereof.
B. Sanstreak rejects any additional or differing terms proposed by Customer, including, but not limited to those contained in your purchase order (PO), acceptance, website or any other document and all such terms are of no force and effect.
SECTION 16: CHANGES TO THIS AGREEMENT
A. Sanstreak reserves the right to make changes to any or all parts of the Website, including this Agreement. You may view the most recent version of this Agreement at:
Edgertronic by Sanstreak Usage Agreement
B. Changes to this Agreement may be contained within current or future software updates. By installing these updates, you agree to thereafter be bound by the new or modified Agreement that may be contained within. If you do not agree to the terms of this Agreement, you may not install and/or use such software update.
SECTION 17: SEVERABILITY
If any provision of this Agreement is for any reason declared to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected thereby. Such invalid or unenforceable provision shall be deemed modified to the extent necessary to render it valid and enforceable, and if no modification shall render it valid and enforceable, this Agreement shall be construed as if not containing such provision and the rights and obligations of the parties shall be construed and enforced accordingly.
SECTION 18: AMENDMENT, WAIVER, AND MODIFICATION
A. Except as otherwise set forth in this Agreement, (a) no amendment, waiver, termination or modification of this Agreement shall be binding unless it is in writing and signed by both Sanstreak and Customer and dated subsequent to the date hereof and (b) no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
B. Sanstreak’s failure to object elsewhere to any provisions of any subsequent document, communication, or act of Customer shall not be deemed a waiver of any of the terms of this Agreement.
SECTION 19: TERM AND TERMINATION
This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically if you fail to comply with the terms and conditions of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Edgertronic Camera. With the exception of the Sections 2, 3, 4, 5, 6, 7, 8 and 12, all sections of this Agreement shall survive any such termination.
SECTION 20: ASSIGNMENT
A. Customer may not assign or transfer their rights and obligations under this Agreement, including, but not limited to, assignments and transfers due to merger, reorganization, change of ownership, without the express written consent of Sanstreak. Any purported assignment, delegation or transfer in violation of this section is void.
B. Sanstreak may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance.
SECTION 21: CUSTOMER RELATIONSHIP
Nothing contained in this Agreement shall be construed or applied to create a partnership, joint venture or other form of joint enterprise, employer-employee, contractor, consultant relationship or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
SECTION 22: APPLICABLE LAW
Any action based on this Agreement, including disagreement, disputes regarding the terms and conditions, alleged breaches of contract, and remedies under contract, shall be governed by the laws of the State of California, and may be adjudicated by a court of competent jurisdiction in Santa Clara County, California.