PRE-ORDER TERMS AND CONDITIONS:
Welcome to Arsenal – the AI photography assistant. We invite you (the “Customer”) to place a pre-order (the “Pre-Order”) for the Arsenal first generation unit, which we hope will begin shipping in May 2018 for orders placed before April 2018. The second batch of pre-orders, for orders placed April 2018 or later, we hope will begin shipping in September 2018. Customer agrees that by clicking the “Place Pre-Order” button for the Arsenal first generation unit, or any other product offered by Arsenal (the “Product(s)”), Customer will have agreed to be a party to a binding legal contract, and by so agreeing will be legally bound by these Pre-Order Terms and Conditions (the “Terms”).
Customer agrees and acknowledges that the Terms shall apply to Pre-Orders submitted through the Arsenal website (https://witharsenal.com/ or the "Site") only, and not to any purchase or attempted purchase of an Arsenal product that may be offered for sale by any entity other than Arsenal or for any Arsenal product that may be subject to the terms and conditions of a promotion, perk, or other like promise to supply an Arsenal product through a crowd-funding campaign. For Pre-Orders submitted through the Site, the Site will provide the sole method for placing the Pre-Order, including, but not limited to, the details and quantities of the Product(s) that Customer has pre-ordered and the price of the Product(s) (including any applicable fees and/or delivery costs).
Customer agrees to pay for the Product(s), in full, including any applicable fees and/or delivery costs, at the time the Pre-Order is submitted through the Site.
ATTENTION: If Customer is a resident of the United States (including its possessions and territories), by accepting these Terms, Customer is agreeing to the Arbitration Agreement and class action waiver described in Section 11 to resolve any disputes with Arsenal (except for matters that may be taken to small claims court).
All references to “Arsenal” herein means North of You, LLC, a State of Montana Limited Liability Company (ID#: C1036515), PH#: (406) 381-9658
Arsenal is offering this Pre-Order for its first generation artificial intelligence camera assistant unit and, at its discretion, Arsenal may offer other Products for pre-order. The Terms apply to any and all Pre-Orders for Arsenal’s first generation unit and any other Product(s) now available or later added to the Site for pre-order. While the possibility of additional products may be mentioned on the Site, Arsenal makes no guarantee that additional products will be produced, and there is no guarantee that additional products will be delivered to Customer at no additional charge.
When Customer pre-orders a Product on the Site, Customer will be required to provide certain personal information to Arsenal, including, but not limited to, the Customer’s name, shipping address, payment method and billing address, and email address (collectively the “Customer Information”). It shall be the sole and exclusive responsibility of Customer to keep the Customer Information current with Arsenal. Customer agrees and acknowledges that Arsenal shall have no responsibility or liability for inaccurate Customer Information or Customer Information that later becomes outdated, and shall have no obligation to make efforts to determine the correct Customer Information. Customer can update the Customer Information at any time by contacting Arsenal at email@example.com.
Purchase Price and Payment Processing:
All prices are in United States Dollars, unless otherwise stated. Payment, in full, for the purchase of the Product(s) at the price stated on the Site, plus any applicable fees and/or delivery costs (the “Purchase Price”), shall be due and payable at the time the Pre-Order is submitted through the Site. The Purchase Price does not include import duties, taxes and other government charges, which are Customer’s sole and exclusive responsibility. By clicking the “Submit Order” button on the Site, Customer authorizes Arsenal, or its selected third-party payment gateway provider, to charge or debit the full Purchase Price to the payment method provided in the Customer Information.
Product Delivery and Shipping:
Arsenal estimates, but does not warrant or guarantee, that the first generation Arsenal units, with orders placed before April 2018, will be available to ship to Customer in May 2018, with such estimated delivery date subject to reasonable delays in design, manufacturing, and/or delivery method. Arsenal estimates, but does not warrant or guarantee, that the second batch of first generation Arsenal units, with orders placed April 2018 or later, will be available to ship to Customer in September 2018, with such estimated delivery date subject to reasonable delays in design, manufacturing, and/or delivery method.
Approximately one month before Arsenal expects to ship the Product(s), Customer will receive an email from Arsenal (the “Shipment Notice”) at the email address provided in the Customer Information. The Shipment Notice will provide the estimated date of shipment of the Product(s) and further instructions on how Customer can change the shipping address, if necessary. Customer acknowledges and agrees that Customer’s failure to promptly provide an updated shipping address may result in a delay of receipt of the Product(s) by Customer.
Customer acknowledges and agrees that the expected shipment date provided in the Shipment Notice is only an estimate and is subject to change. Arsenal does not represent or warrant that it will be able to ship the Product(s) by the estimated shipment date. Customer hereby acknowledges and agrees that Arsenal is currently not able to commit to a fixed shipment and/or delivery date, provided, however that Arsenal agrees to take reasonable steps to provide Customer with periodic updates as to any unforeseen delays in shipment and/or delivery of the Product(s), such updates to be sent to the email address provided in the Customer Information.
In the event that a delay arises for any reason, foreseen or unforeseen, and the estimated shipment and/or delivery dates for the Product(s) are not met, Customer acknowledges and agrees that Arsenal will not be responsible for any damages that Customer may incur due to the delay of shipment and/or delivery of the Product, and Arsenal will not be obligated, except as set forth in the Terms, to provide any discounts, refunds or credits due to any such delays. Customer expressly acknowledges and agrees that, as further described in Section 5 below, Arsenal makes no representations or warranties that it will actually ship the Product(s).
In the event of any failure to ship and/or deliver a Product, refunds will be offered as further described in Section 5 below, and Customer agrees and acknowledges that such refund, if applicable, shall be Customer’s sole and exclusive remedy for non-shipment and/or non-delivery of the Product(s).
Cancellation and Refund Policy:
Customer shall have 30 days from the date that the Pre-Order is submitted through the Site to cancel the Pre-Order for any reason. Customer may provide such notice of intent to cancel the Pre-Order (the “Customer Cancellation Notice”) by sending such notice to Arsenal at firstname.lastname@example.org or sending certified mail notice to North of You, LLC, Attention: Legal Department, 113 Cherry St #39874 Seattle WA, 98104-2205. Provided, however, that such Customer Cancellation Notice must, at the very least, include the Customer’s name, email address, and order number, along with a clear and unambiguous statement of Customer’s intent to cancel the Pre-Order. Customer agrees and acknowledges that mere inquiries by Customer as to the status of the Product(s) shall not be construed by Arsenal as a Customer Cancellation Notice. Upon receipt of a timely submitted Customer Cancellation Notice, Arsenal will refund the Purchase Price, less any costs of delivery or non-refundable fees and/or assessments, with such refund processed to the original payment method used by Customer to place the Pre-Order. If a timely Customer Cancellation Notice is not received by Arsenal within 30 days from the date that the Pre-Order is submitted through the Site, the Pre-Order shall be final, non-cancellable, and non-refundable, except as may be otherwise allowable under the Terms.
In the event that the Product(s) has already been shipped and/or delivered to Customer at the time of receipt of a timely issued Customer Cancellation Notice, Customer acknowledges and agrees that Arsenal may withhold refund until Arsenal has received the Product(s) back from Customer, or Customer has supplied evidence that the Product(s) has been shipped back to Arsenal, whichever shall occur first. In the event of successful cancellation of the Pre-Order by Customer, Customer agrees to ship the Product back to Arsenal without undue delay, and in any event not later than 14 days from the day on which the Customer Cancellation Notice is issued by Customer, and Customer agrees and acknowledges that Customer shall be solely responsible for all costs and fees associated with shipping the Product(s) back to Arsenal. After receipt of the Product(s) back from Customer, Customer hereby agrees and acknowledges that Arsenal will have a commercially reasonable amount of time to inspect the returned Product(s) for tampering and/or damages, and Customer agrees and acknowledges that Customer shall be solely liable for any diminished value of the Product(s) resulting from the handling of the Product(s) by Customer, other than what is necessary to establish the nature, characteristics, and functioning of the Product(s).
If, for any reason, Arsenal cannot deliver the Product to Customer, Customer will receive an email from Arsenal (the “Product Cancellation Notice”). The Product Cancellation Notice will be sent to the email address provided in the Customer Information. Within a commercially reasonable amount of time after issuing a Product Cancellation Notice, Arsenal we will refund the Purchase Price, with such refund processed to the original payment method used by Customer to place the Pre-Order.
If Arsenal is made aware that a refund payment was not processed to Customer’s original payment method, as soon as is reasonably practicable, Arsenal will notify Customer, via email sent to the email address provided in the Customer Information, of such failed refund and will provide Customer with further instructions on how to contact an Arsenal representative to arrange for an alternative method to receive such refund.
You acknowledge and agree that the Product(s) may be delivered subject to the terms of an End User License Agreement ("EULA"). Any such EULA, if applicable to the Product(s) purchased by Customer, will be available on the Site, and may be amended from time to time, in the sole discretion of Arsenal, so as to apply to the Product(s) being offered for sale by Arsenal. Among other things, the EULA may grant Customer a limited license to use such Arsenal software as may come pre-loaded on the Product(s), as well as any computer and/or operating software included with the Product(s) (collectively, "Software"); provided, however, that such limited license may restrict Customer’s ability to copy, modify, and/or alter the Software, and prohibit the disassembly, decompilation, and/or reverse engineering of the Software. By clicking the “Submit Order” button on the Site, Customer affirmatively agrees to any such EULA applicable to the Product(s) purchased by Customer. It is the sole and absolute responsibility of Customer to read the applicable EULA prior to submitting a Pre-Order and/or upon receipt of the Product(s), and, if Customer does not agree with all of the terms of the EULA, Customer should refrain from downloading and/or installing any Software or using any Product(s) on which the Software is pre-loaded.
YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE FOLLOWING TWO CLAUSES
TO THE EXTENT POSSIBLE UNDER APPLICABLE LAW, AND EXCEPT FOR ANY PRODUCT WARRANTY SEPARATELY PROVIDED BY ARSENAL TO YOU IN CONNECTION WITH YOUR PURCHASE OF A PRODUCT, ARSENAL MAKES NO REPRESENTATION OR WARRANTY AS TO THE PRODUCT(S), EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND ARSENAL SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTY OF NON-INFRINGEMENT. THE ABOVE LIMITATIONS DO NOT APPLY TO GERMAN CUSTOMERS AND DO NOT APPLY IN RESPECT OF ANY WARRANTIES IN ANY JURISDICTION THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS.
Limitation on liability:
Customer expressly acknowledges and agrees that, to the extent not prohibited by applicable law and subject to the paragraphs below in this Section 8, in no event will Arsenal be liable for any incidental, special, indirect, or consequential damages whatsoever, arising out of or related to your use or misuse of the Product(s), however caused, regardless of the theory of liability and even if Arsenal has been advised of the possibility of such damages.
Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions the above limitations and exclusions may not apply to Customer. In such jurisdictions, Arsenal’s liability is limited to the extent permitted by law, thereby minimizing Arsenal's liability to you to the lowest amount permitted by applicable law.
Nothing in this agreement shall limit or exclude any party’s liability for personal injury or death caused by that party’s negligence or for fraud or fraudulent misrepresentation.
In no event will Arsenal’s total liability to Customer for all damages exceed the amount paid by Customer for the Product(s). The foregoing limitations will apply even if these remedies fail of their essential purpose.
With regard to customers IN GERMANY, THE FOLLOWING SHALL APPLY in place of this clause 11: Nothing in this agreement shall limit or exclude OUR liability for DAMAGES CAUSED BY intentional misconduct, GROSS NEGLIGENCE OR CULPABLE BREACH OF AN ESSENTIAL CONTRACT DUTY. An essential contractual duty is an obligation whose fulfillment is a prerequisite for enabling the proper performance of the contract and on whose fulfillment YOU may reasonably expect to be able to rely on. OUR LIABILITY FOR DAMAGES CAUSED BY THE NEGLIGENT BREACH OF AN ESSENTIAL contractual duty shall be limited (except in case of gross negligence) to the foreseeable damage that can typically be expected to occur, taking into account the type of agreement. Nothing in this agreement shall limit or exclude OUR liability for any form of injury to life, body or health caused by intentional misconduct or negligence.
THE ABOVE LIMITATIONS DO NOT APPLY TO ANY LIABILITY IN ANY JURISDICTION THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS IN THAT JURISDICTION.
Subject to any of the Terms to the contrary, neither Arsenal nor Customer will be liable for delays in manufacture, shipment, delivery, or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the party has no reasonable control. Any party affected by such event must inform the other party and use all reasonable endeavors to comply with these Terms.
Arsenal expressly reserves the right to transfer its rights and obligations under these Terms, in part or as a whole, to another legal entity as part of any sale or merger of all or part of Arsenal with a separate legal entity. If Arsenal so transfers its rights and obligations under these Terms as a whole to a different contract party, any German customers shall have the right to terminate this agreement within 4 weeks of being notified of such transfer.
Agreement to Arbitrate:
This section includes an agreement to arbitrate most claims and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.
Arsenal and Customer agree that any dispute or claim relating in any way to the Pre-Order, acquisition, or use of any of the Product(s) will be resolved by binding arbitration, rather than in court, except that (a) Customer or Arsenal may assert claims in small claims court if such claims qualify, (b) Arsenal may seek injunctive relief from any court with jurisdiction to preliminarily enjoin Customer’s use of the Product(s) in any manner that Arsenal alleges in good faith violates these Terms, and (c) Arsenal or Customer may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Arsenal and Customer acknowledge that Arbitration is more informal than a lawsuit in court, and there is no judge or jury in arbitration; rather, the dispute is resolved by a neutral arbitrator, and court review of an arbitration award is limited. Except to the extent Arsenal and Customer agree otherwise, arbitrators can award the same damages and relief that a court can award. Arsenal and Customer acknowledge and agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that each party hereto is waiving the right to a trial by jury or to participate in a class action law suit. Further, Arsenal and Customer agree that this arbitration provision will survive any termination of these Terms.
To begin an arbitration proceeding, Customer must send a letter requesting arbitration and describing Customer’s claim to ATTN: Legal Department, 113 Cherry St #39874 Seattle WA, 98104-2205, with an electronic copy (which will not constitute notice) to email@example.com. If Arsenal seeks to arbitrate a dispute it has with Customer, Arsenal will send a letter or email making the request and describing its claim using one of the contact methods Customer provided at Registration, or, if none is provided, at a location or address disclosed in public or third party records. If Customer is an individual, the arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. If Customer is not an individual or has used the Products on behalf of an entity, the AAA's Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. If Customer is an individual and has not accessed the Products on behalf of an entity, Arsenal will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and Arsenal will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. Customer may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where Customer lives or at another mutually agreed location.
Arsenal and Customer agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Unless the parties hereto agree otherwise, the arbitrator may not consolidate more than one person’s claims with Customer’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration agreement will be null and void.
Arsenal and Customer agree that the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration each party hereto waives any right to a jury trial.
Law and Forum:
For any and all claims, other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to these Terms will be vested exclusively in, and venue will be in, the United States District Court for the District of Montana or the state court of proper jurisdiction sitting in Gallatin County, Montana, except that, following confirmation of an arbitration award in the United States District Court for the District of Montana or the state court of proper jurisdiction sitting in Gallatin County, Montana, a judgment arising from the same may be executed in any court of competent jurisdiction.
The Terms will be governed by and construed in accordance with the laws of the State of Montana, excluding its conflict of laws provisions; provided, however, the mandatory choice of law provisions of the country where Customer’s domicile is located will prevail.
If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be excluded from the Terms and will not affect the validity and enforceability of any remaining provisions.
The Terms (including the Arbitration provision of Section 11) are the complete and exclusive statement of the agreement governing Customer’s Pre-Order of the Product(s). The Terms replace and supersede any prior or contemporaneous oral or written agreement and any other communications between Customer and Arsenal. Any modifications to the Terms will be uploaded to the Site and sent to Customer by email if Customer has already submitted a Pre-order and the amendments impact Customer’s Pre-Order.
If you have questions about the Terms, you may contact Arsenal by email at firstname.lastname@example.org.