These Terms of Use constitute a legally binding agreement between you and Woodpecker Microsystems LLC or any of its subsidiaries or affiliates ("Seller") or an authorized reseller of Seller ("Reseller"), and shall apply to any order, purchase, receipt, delivery or use of any products and services (collectively, "purchase"), including the Iris Central IoT Platform (“Site”) accessed via a web application at https://iriscentral.io or a mobile application available for iOS/Android platforms. THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. PLEASE SEE SECTION 19 BELOW.

You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. If you do not agree with all of these Terms of Use, then you are expressly prohibited from using the Site and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. Seller reserves the right, in its sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason.

Seller will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change.

It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.

1. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is Seller’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by Seller or licensed to Seller, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

2. USER REPRESENTATIONS

By using the Site, you represent and warrant that:

1. all registration information you submit will be true, accurate, current, and complete;
2. you will maintain the accuracy of such information and promptly update such registration information as necessary;
3. you have the legal capacity and you agree to comply with these Terms of Use;
4. you are not under the age of 13;
5. you are not a minor in the jurisdiction in which you reside [or if a minor, you have received parental permission to use the Site];
6. you will not access the Site through automated or non-human means, whether through a bot, script or otherwise;
7. you will not use the Site for any illegal or unauthorized purpose;
8. your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

3. USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

4. PAYMENT TERMS

We accept the following forms of payment: Business Check/Cashier’s Check/Credit Card/Wire Transfer. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that Seller can complete your transactions and contact you as needed. Advertised prices are in U.S. dollars and exclude shipping, handling and taxes unless otherwise noted. You are responsible for paying all taxes associated with your order. Sales tax will be added to the price of purchases as deemed required by Seller. Seller may change prices at any time. All payments shall be in U.S. dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize Seller to charge your chosen payment provider for any such amounts upon placing your order.

If your order is subject to recurring charges, then you consent to Seller charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. Amounts not paid when due bear interest at the rate of 30% per annum or the highest rate allowed under applicable law, whichever is lower. Seller reserves the right to correct any errors or mistakes in pricing, even if Seller have already requested or received payment.

Seller reserves the right to refuse any order placed through the Site. Seller may, in its sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. Seller reserves the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

5. SHIPPING AND TITLE

Seller will arrange to ship products to you. Title and risk of loss to products pass to you when Seller's designated shipper delivers products to the address you specify. You must notify Seller of damaged or missing items from your order within fourteen (14) days after you receive your product.

6. RETURN POLICY

ALL SALES ARE FINAL AND NO REFUND WILL BE ISSUED. Products may be returned and/or exchanged according to the original manufacturer’s standard warranty only. You may cancel unused services by providing a written notice to Seller 30 days prior to your next scheduled billing cycle. SHIPPING AND HANDLING, DELIVERY AND SIMILAR FEES (INCLUDING RELATED SALES TAXES) ARE NOT REFUNDABLE. YOU ARE RESPONSIBLE FOR PRODUCTS UNTIL SELLER RECEIVES THEM. YOU WILL BE CHARGED SHIPPING AND HANDLING OR A 50% RESTOCKING FEE TO RETURN PRODUCTS. Returned products must be in the same condition as you received them. THIS RETURN POLICY IS NOT A WARRANTY. NOTE: Seller will not accept for return any products you purchased from a Reseller. Additional restrictions may apply.

7. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Seller.

As a user of the Site, you agree not to:

1. systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Seller.
2. make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
3. use a buying agent or purchasing agent to make purchases on the Site.
4. use the Site to advertise or offer to sell goods and services.
5. circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
6. engage in unauthorized framing of or linking to the Site.
7. trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
8. make improper use of our support services or submit false reports of abuse or misconduct.
9. engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
10. interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
11. attempt to impersonate another user or person or use the username of another user.
12. sell or otherwise transfer your profile.
13. use any information obtained from the Site in order to harass, abuse, or harm another person.
14. use the Site as part of any effort to compete with Seller or otherwise use the Site and/or the Content for any revenuegenerating endeavor or commercial enterprise.
15. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the
Site.
16. attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
17. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
18. delete the copyright or other proprietary rights notice from any Content.
19. copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
20. upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
21. upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
22. except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
23. disparage, tarnish, or otherwise harm, in our opinion, Seller and/or the Site.
24. use the Site in a manner inconsistent with any applicable laws or regulations.

8.GUIDELINES FOR REVIEWS

Seller may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria:

1. you should have firsthand experience with the person/entity being reviewed;
2. your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
3. your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
4. your reviews should not contain references to illegal activity;
5. you should not be affiliated with competitors if posting negative reviews;
6. you should not make any conclusions as to the legality of conduct;
7. you may not post any false or misleading statements;
8. you may not organize a campaign encouraging others to post reviews, whether positive or negative.

Seller may accept, reject, or remove reviews in our sole discretion. Seller has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by Seller, and do not necessarily represent our opinions or the views of any of our affiliates or partners.

Seller does not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to Seller a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

9. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to Seller are non-confidential and shall become our sole property. Seller shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against Seller for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

10. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Seller, and Seller is not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by Seller. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern.

You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and Seller takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

You agree and acknowledge that Seller does not endorse the products or services offered on Third-Party Websites and you shall hold Seller harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold Seller harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

11. ADVERTISERS

Seller allows advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements.

Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights.

As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedownrelated issues. Seller simply provide the space to place such advertisements, and Seller has no other relationship with advertisers.

12. SITE MANAGEMENT

Seller reserves the right, but not the obligation, to:

1. monitor the Site for violations of these Terms of Use;
2. take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities;
3. otherwise manage the Site in a manner designed to protect Seller’s rights and property and to facilitate the proper functioning of the Site.

13. MOBILE APPLICATION LICENSE

If you access the Site via a mobile application, then Seller grants you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use.

You shall not:

1. decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
2. make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application;
3. violate any applicable laws, rules, or regulations in connection with your access or use of the application;
4. remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application;
5. use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
6. make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
7. use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
8. use the application to send automated queries to any website or to send any unsolicited commercial e-mail;
9. use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site:

1. the license granted to you for Seller’s mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
2. Seller is responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
3. in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
4. you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties;
5. you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
6. you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

14. PRIVACY POLICY

Seller cares about data privacy and security. By using the Site, you agree to be bound by our Privacy Policy. The https://iriscentral.io website is an ecommerce site. Please be advised the Site is hosted in the United States. By using this website, you consent to the data practices described herein.

Collection of your Personal Information. In order to better serve you with the products and services offered on our Site, Seller may collect personally identifiable information, such as your: First and Last Name; Mailing Address; Email Address; Phone Number. If you purchase Seller’s products and services, Seller collects billing and credit card information. This information is used to complete the purchase transaction. Seller may also collect anonymous demographic information, which is not unique to you, such as your: age and gender.

Seller does not collect any personal information about you unless you voluntarily provide it to Seller. However, you may be required to provide certain personal information to Seller when you elect to use certain products or services available on the Site. There may include: (a) registering for an account on our Site; (b) entering a sweepstakes or contest sponsored by Seller or one of its partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; (e) submitting your credit card or other payment information when ordering and purchasing products and services on Seller’s Site. To wit, Seller will use your information for, but not limited to, communicating with you in relation to services and products you have requested from Seller. Seller may also gather additional personal or non-personal information in the future.

Use of your Personal Information. Seller collects and uses your personal information to operate its website(s) and deliver the services you have requested. Seller may also use your personally identifiable information to inform you of other products and services available from Seller and its affiliates.

Sharing Information with Third Parties. Seller does not sell, rent or lease its customer lists to third parties. Seller may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personal identifiable information (email, name, address, telephone number) is transferred to third parties. Seller may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange deliveries. All such third parties are prohibited from using your personal information except to provide these services to Seller, and they are required to maintain the confidentiality of your information.

In addition, Seller may obtain customer information from other companies that provide products and services to our customers. By purchasing, registering for or using other companies' products and services that are distributed by Seller, you agree that these companies may transfer your customer information to Seller.

Seller may disclose your personal information, without notice, if required to do so by law or in good faith belief that such action is necessary to: (1) conform to the edicts of the law or comply with legal process served on Seller or the Site; (b) protect and defend the rights of property or Seller; and/or (c) act under exigent circumstances to protect the personal safety of users of Seller, or the public.

Tracking User Behavior. Seller may keep track of the website and pages their users visit within Site, in order to determine what Seller services are the most popular. This data is used to deliver customized content and advertising within Site to customers whose behavior indicates that they are interested in a particular subject area.

Automatically Collected Information. Information about your computer hardware and software may automatically collected by Seller. This information can include: your IP address, browser type, domain name, access times and referring website addresses. This information is used for the operation of the service; to maintain quality of the service, and to provide general statistics regarding use of the Seller’s website.

Use of Cookies. The Seller’s website may use “cookies” to help personalize your online experience. A cookie is a text file that is placed on your hard disk by a webpage browser. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Seller website, the information you previously provided can be retrieved so you can easily use the Seller’s features that you customized.

You have the ability to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of Seller’s services or websites you visit.

Links. This website may contain links to other sites. Please be aware that Seller is not responsible for the content or privacy practices of such other sites. Seller encourages its users to be aware when they leave the Site and to read the privacy statement of any other site that collects personally identifiable information.

International Usage. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

Children Under Thirteen. Seller does not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if Seller receives actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, Seller will delete that information from the Site as quickly as is reasonably practical.

Opt-Out & Unsubscribe from Third Party Communications. Seller respects your privacy and gives you an opportunity to opt-out of receiving announcements of certain information. Users may opt-out of receiving any or all communications for third-party partners of Seller by contacting us here: Webpage: www.wpmicrosystems.com Email: info@wpmicrosystems.com Phone: (832) 234-8558

E-mail Communications. From time to time, Seller may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication. In order to improve our service, we may receive a notification when you open an email from Seller of click on a link therein.

If you would like to stop receiving marketing or promotional communications via email from Seller, you may opt-out of such communications by replaying “STOP” or clicking the “Unsubscribe” button.

External Data Storage Sites. Seller may store your data on server provided by a third party hosting vendor with whom Seller has contracted.

Changes to This Statement. Seller reserves the right to change this Privacy Policy from time to time. Seller will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on its Site, and/or by updating any privacy information on this page. Your continued use of the Site and/or services available through the Site after such modifications will constitute your: (a) acknowledgement of the modified Privacy Policy; and (b) agreement to abide and be bound by that Policy.

15. PRODUCT LIMITED WARRANTY

Seller makes every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site. However, Seller does not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products.

All products are subject to availability, and Seller cannot guarantee that items will be in stock. Seller reserves the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

The products covered by this Agreement are offered "AS IS" and "WITH ALL FAULTS. " Seller warrants all products in accordance with the terms of the original manufacturer’s standard warranty for each product, as modified from time to time in original manufacturer's sole discretion. Seller's sole obligation for any product shall be limited to the original manufacturer’s standard warranty, at Seller's option, of defective products returned to Seller at the sole expense of Buyer.

THE FOREGOING REMEDIES ARE EXCLUSIVE. SELLER MAKES NO OTHER EXPRESS WARRANTY. SELLER DISCLAIMS, AND YOU WAIVE ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER SHALL IN NO CIRCUMSTANCES BE LIABLE IN CONTRACT, IN TORT OR OTHERWISE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE. NO EMPLOYEE OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO MODIFY THIS WARRANTY, OR MANUFACTUERER'S STANDARD WARRANTY FOR ANY PRODUCT.

THIS LIMITED WARRANTY DOES NOT COVER MISUSE OR MINOR IMPERFECTIONS WITHIN DESIGN SPECIFICATIONS OR WHICH DO NOT MATERIALLY ALTER FUNCTIONALITY. SELLER DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE, ABUSE, ACCIDENTS, UNAUTHORIZED SERVICE OR PARTS, OR THE COMBINATION OF SELLER BRANDED PRODUCTS WITH OTHER PRODUCTS. THIS LIMITED WARRANTY DOES NOT COVER NON-SELLER BRANDED PRODUCTS. ANY WARRANTY APPLICABLE TO NON-SELLER BRANDED PRODUCTS IS PROVIDED BY THE ORIGINAL MANUFACTURER.

16. SERVICES AND SERVICE LIMITED WARRANTY

Seller warrants that it will make a reasonable effort to perform its services under this Agreement in a professional and workmanlike manner. Seller does not warrant that it will be able to correct all reported defects or that use of the Data or wireless networks will be uninterrupted or error-free. Seller makes no warranty regarding features or services provided by Third Parties.

Seller cannot guarantee the Site or that services will be available at all times. Seller may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. Seller reserves the right to change, revise, update, suspend, discontinue, or otherwise modify the network or Site at any time or for any reason without notice to you.

You agree that Seller has no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the network or Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate Seller to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE AS TO SERVICES PROVIDED BY THIRD PARTIES. IN NO EVENT SHALL SELLER BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.

17. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

EXCEPT FOR THE WARRANTIES EXPRESSED IN THIS AGREEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. THE TERM OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE TERM OF THIS AGREEMENT.

SELLER'S AND YOUR MAXIMUM LIABILITY TO THE OTHER IS LIMITED TO THE PURCHASE PRICE YOU PAID FOR PRODUCTS OR SERVICES PLUS INTEREST AS ALLOWED BY LAW. NEITHER YOU NOR SELLER IS LIABLE TO THE OTHER IF YOU OR IT ARE UNABLE TO PERFORM DUE TO EVENTS YOU OR IT ARE NOT ABLE TO CONTROL, SUCH AS ACTS OF GOD, OR FOR PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA OR OTHER CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OTHER THAN THOSE DAMAGES THAT ARE INCAPABLE OF LIMITATION, EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.

THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend, indemnify, and hold Seller harmless, including Seller’s subsidiaries, affiliates, and all of Seller’s respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: 1) the sale, delivery, use, repair or performance of the network Site and/or products; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights.

Notwithstanding the foregoing, Seller reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Seller, and you agree to cooperate, at your expense, with Seller’s defense of such claims. Seller will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

18. GOVERNING LAW

These Terms of Use and your use of the network and Site are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to its conflict of law principles.

19. DISPUTE RESOLUTION

You and Seller agree that any Dispute between You and Seller will be resolved exclusively and finally by arbitration administered by the American Arbitration Association ("Arbitrator") and conducted under its rules, except as otherwise provided below. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. You and Seller will agree on another arbitration forum if Arbitrator ceases operations or is unavailable. The arbitration will be conducted before a single arbitrator and will be limited solely to the Dispute between You and Seller. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis. The arbitration shall be held in Harris County, Texas, by telephone, online or in person whichever method of presentation You choose. If You prevail in the arbitration of any Dispute with Seller, Seller will reimburse You for any fees you paid to Arbitrator in connection with the arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Harris County, Texas, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. Should either party bring a Dispute in a forum other than Arbitrator, the arbitrator may award the other party its reasonable costs and expenses, including attorneys' fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. You understand that, in the absence of this provision, You would have had a right to litigate disputes through a court, including the right to litigate claims on a class-wide or class-action basis, and that You have expressly and knowingly waived those rights and agreed to resolve any Disputes through binding arbitration in accordance with the provisions of this paragraph. This arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

For the purposes of this provision, the term "Dispute" means any dispute, controversy, or claim arising out of or relating to (i) this Agreement, its interpretation, or the breach, termination, applicability or validity thereof, (ii) the related order for, purchase, delivery, receipt or use of any product or service from Seller, or (iii) any other dispute arising out of or relating to the relationship between You and Seller; the term "Seller" means Seller, Inc, its parents, subsidiaries, affiliates, directors, officers, employees, beneficiaries, agents, assigns, component suppliers (both hardware and software), Resellers and/or any third party who provides products or services purchased from or distributed by Seller; and the term "You" means you, or those in privity with you, such as family members or beneficiaries.

20. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Seller reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

21. USER DATA

Seller will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although Seller performs regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.

You agree that Seller shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Seller arising from any such loss or corruption of such data.

22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending Seller emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications Seller provides to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

23. TECHNICAL SUPPORT

Seller may offer to provide technical support for products for fourteen (14) days from the date of shipment or invoice or, if longer, the period stated in your service package. For Seller-branded products, the scope of technical support consists of a variety of online, telephone and other methods. Using one of these methods, Seller will help You reinstall the product and restore it to the original factory configuration at no additional charge from the date of shipment for the period indicated on your invoice. Many of these technical support options are available to You for a variety of other issues without charge. Seller will inform You before it provides You with technical support for which a fee will be charged. Seller may change the means through which it provides technical support at any time. It is likely that many of your questions will be answered by the documentation shipped with, and information loaded on, the product. SELLER DOES NOT GUARANTEE ISSUE OR ERROR RESOLUTION FOR ALL PROBLEMS YOU EXPERIENCE WITH A PRODUCT.

Seller does not provide free tutoring in the use of any product, customization of any product, or support for products purchased from third party vendors. Seller may provide fee-based support for these or any other issues falling outside the scope of basic technical support. You will be notified by any applicable fee before Seller's technical support personnel begins resolution of your issue.

24. GENERAL

These Terms of Use and any policies or operating rules posted by Seller on the Site or in respect to the Site constitute the entire agreement and understanding between you and Seller. Seller’s failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.

These Terms of Use operate to the fullest extent permissible by law. Seller may assign any or all of Seller’s rights and obligations to others at any time. Seller shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. You may not assign this Agreement without Seller's written consent. Seller and its subsidiaries and affiliates are intended beneficiaries of this Agreement.

If there is any inconsistency between this Agreement and any other agreement included with or relating to products or services purchased from Seller, this Agreement shall govern. This Agreement may not be modified, altered or amended without the written agreement of Seller. Any additional or altered terms attached to your order shall be null and void, unless expressly agreed to in writing by Seller.

If any term of this Agreement is illegal or unenforceable, the legality and enforceability of the remaining provisions shall not be affected or impaired.

There is no joint venture, partnership, employment or agency relationship created between you and Seller as a result of these Terms of Use or use of the Site.

This Agreement shall be interpreted under the laws of the State of Texas, without giving effect to conflicts of law rules. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

Please send correspondence regarding this Agreement to: 1300 Bay Area Blvd Suite B275-3, Houston, Texas 77058.

25. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Woodpecker Microsystems LLC
820 S. Friendswood Dr, Ste. 102, Friendswood, TX 77546
Phone: +1 (832) 234-8558
Fax: + +1 (832) 550-2207
info@wpmicrosystems.com