Terms of Sale

These Terms of Sale ("Terms of Sale") apply to all orders placed by you through Praesidium’s mobile app, website, or via phone with Praesidium’s customer support (collectively, the "Praesidium Store").  These Terms of Sale are between you and Praesidium Inc., and, if applicable, the reseller appointed by Praesidium Inc. as identified in the Praesidium Store or in your order confirmation.  In these Terms of Sale, "Praesidium" and "we" mean Praesidium Inc. and/or its affiliates and, if applicable, any such reseller.

 

By placing any order through the Praesidium Store, you are agreeing to be bound by these Terms of Sale.  You represent and warrant that you have the legal capacity to agree to these Terms of Sale. If you are under the age of thirteen, or any higher minimum age in your jurisdiction, you represent and warrant that you have obtained parental or guardian consent to enter into these Terms of Sale. If your order includes paid services, our Terms of Paid Services are hereby incorporated into these Terms of Sale. 

 

1. RETURN POLICY

 

If you are unsatisfied with your purchase of a Praesidium-branded product, device and/or accessory (collectively, a "Device") from the Praesidium Store for any reason, you are entitled to a full refund if you meet the conditions set forth below. This return right does not apply to the purchase or renewal of any Paid Services, as defined in and governed by our Terms of Paid Services. Shipping and handling charges are not refundable. 

 

To qualify for a refund, you must meet all the following conditions:

 

• request a return authorization within 30 days of your shipment date; provided, however, that for purchases made in November and December the deadline to request a return authorization is January 31st of the following year or 30 days from the date of shipment, whichever is longer;

 

• return the Device, including all parts included in the original packaging, in good physical condition; and

 

• include the return authorization number with your return.

 

If your return fails to meet any of the above conditions, we may, in our discretion, refuse to accept it or charge you a restocking fee of up to 15% of the original price.

 

2. LIMITED PRODUCT WARRANTY

 

Your use of a Device is subject to Praesidium’s applicable Limited Product Warranty. Praesidium’s Limited Product Warranty does not apply to third-party products, devices or accessories that may be sold on the Praesidium Store. For warranty issues related to those products, please contact that manufacturer.

 

Repair facilities or spare parts may not be available for your Device or in your region, and goods presented for repair may be replaced by refurbished goods of equivalent type rather than being repaired. Repair of goods may result in the loss of any user-generated data, please back up your data. Please review the Limited Product Warranty for further information.

 

3. NOT FOR RESALE

 

The Praesidium Store sells and ships products to end-user customers only, and we reserve the right to refuse or cancel your order if we suspect you are purchasing products for resale.

 

4. PRICING

 

Prices are stated in the applicable currency based on your selected location, and may not include shipping and handling charges or applicable taxes, which, if applicable, will be communicated to you before you place your order. We reserve the right to change the prices for any products or services in the Praesidium Store at any time without notice.

 

5. ORDERING, SHIPPING AND DELIVERY

 

We may refuse or cancel any order or limit any order quantity in our sole discretion, even after receiving your order. We may also require additional qualifying information prior to accepting or processing your order. While it is our practice to confirm orders by e-mail, your receipt of an e-mail confirmation does not constitute our acceptance of your order or our confirmation of an offer to sell a product or service.

 

If you wish to make a transaction through the Praesidium Store, you may be asked to supply certain relevant information, such as your payment and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT METHOD THAT YOU CHOOSE TO USE TO COMPLETE ANY SUCH TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating transactions. Verification of information may be required prior to the acknowledgment or completion of any transaction.

 

The actual delivery of your order can be impacted by many events beyond our control. You agree we are not liable for late deliveries. Title to the purchased Device will pass to you upon delivery of such Device to the carrier; however, risk of loss of, or damage to, such Device will pass to you upon delivery of such Device to you.

 

In certain regions, although we are the operator of the Praesidium Store, the Device may be sold to you by our appointed reseller, as the seller of record, pursuant to contractual arrangements between us and the reseller. As described above, this means you have a contract with that appointed reseller for the supply of such Device. In such case, the point of purchase or your order confirmation will include the appropriate contact information for any issues relating to your order. Praesidium Inc. and its affiliates are express third-party beneficiaries of these Terms of Sale in cases where these Terms of Sale are between you and the appointed reseller.

 

6. PRODUCT AND SERVICE AVAILABILITY

 

We reserve the right to add or remove Devices from the Praesidium Store at any time for any reason. We also reserve the right to change quantities available for purchase at any time, even after you place an order.

 

We make no representations as to the completeness, accuracy, reliability, validity or timeliness of any listings, descriptions or images (including, without limitation, any features and specifications such as weights and sizes) for any Devices available through the Praesidium Store. Such information and the availability of any Device (including, without limitation, the validity of any coupon or discount) are subject to change at any time without notice. We make reasonable efforts to accurately display the attributes of Device. It is your responsibility to understand and comply with all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any Device.

 

​7. COMPATIBILITY

 

You are solely responsible for determining the compatibility of the Device with any required equipment (e.g., ensuring that you are using a compatible mobile device). You agree that lack of compatibility does not constitute a defect giving rise to a claim under our Limited Product Warranty.

 

8. SOFTWARE LICENSE

 

To the extent the Device ordered by you contain, consist of, or make available Praesidium software in any form, such software is licensed to you and not sold, in accordance with our Terms of Use. 

 

9. LIMITATIONS ON LIABILITY

 

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, NEITHER PRAESIDIUM, ITS SUPPLIERS, DISTRIBUTORS, OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING ANY DEVICE WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE OR FROM THE USE OF OR INABILITY TO USE A DEVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PRAESIDIUM OR ITS SUPPLIER, DISTRIBUTOR, RESELLER, OR LICENSOR, OR OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING A DEVICE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

IN NO EVENT WILL THE AGGREGATE, TOTAL LIABILITY OF PRAESIDIUM, OR ITS SUPPLIER, DISTRIBUTOR, RESELLER, OR LICENSOR, OR OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING ANY DEVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SALE OR FROM THE USE OF OR INABILITY TO USE A DEVICE EXCEED THE AMOUNTS YOU HAVE PAID FOR YOUR APPLICABLE PURCHASE OF SUCH DEVICE.

 

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PRAESIDIUM AND YOU.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

10. DISPUTE RESOLUTION

 

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

 

You agree that any dispute between you and Praesidium arising out of or relating to your order via the Praesidium Store (collectively, "Disputes") will be governed by the arbitration procedure outlined below.

 

GOVERNING LAW. Except as otherwise required by applicable law, the Terms of Sale and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.

 

INFORMAL DISPUTE RESOLUTION. We want to address your concerns without needing a formal legal case. Before filing a claim against Praesidium, you agree to try to resolve the Dispute informally by contacting legal@biofi.com. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Praesidium may bring a formal proceeding.

 

WE BOTH AGREE TO ARBITRATE. You and Praesidium agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

 

OPT-OUT OF AGREEMENT TO ARBITRATE. You can decline this agreement to arbitrate by contacting legal@biofi.com within 30 days of first accepting these Terms of Sale and stating that you (include your first and last name) decline this arbitration agreement.

 

ARBITRATION PROCEDURES. The American Arbitration Association (AAA) will administer the arbitration under its Consumer Arbitration Rules. The arbitration will be held in the United States county where you live or work, Washington County, Utah, or any other location we agree to.

 

ARBITRATION FEES. The AAA rules will govern payment of all arbitration fees. 

 

EXCEPTIONS TO AGREEMENT TO ARBITRATE. Either you or Praesidium may assert claims, if they qualify, in small claims court in Washington County, Utah or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of a Device, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

 

NO CLASS ACTIONS. You may only resolve Disputes with Praesidium on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.

 

JUDICIAL FORUM FOR DISPUTES. Except as otherwise required by applicable law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and Praesidium agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Delaware. Both you and Praesidium consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

 

LIMITATION ON CLAIMS. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your order from the Praesidium Store must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

 

11. GENERAL PROVISIONS

 

The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.

 

Except as otherwise stated herein, these Terms of Sale constitute the entire and exclusive understanding and agreement between us regarding any orders you make on the Praesidium Store, and these Terms of Sale supersede and replace any and all prior oral or written understandings or agreements between us relating thereto. 

 

If for any reason a court of competent jurisdiction finds any provision of these Terms of Sale invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Sale will remain in full force and effect.

 

You may not assign, delegate, or transfer these Terms of Sale, by operation of law or otherwise, without Praesidium’s prior written consent. Any attempt by you to assign or transfer these Terms of Sale, without such consent, will be null and void. Praesidium may freely assign or transfer these Terms of Sale without restriction. Subject to the foregoing, these Terms of Sale will bind and inure to the benefit of the parties, their successors, and permitted assigns.

 

Any notices or other communications provided by Praesidium under these Terms of Sale, including those regarding modifications to these Terms of Sale, will be given: (i) via email to any address you have provided to Praesidium; or (ii) by posting to the Praesidium Store. For notices made by e-mail, the date on which the message is sent will be deemed the date on which such notice is transmitted.

 

Praesidium’s failure to enforce any right or provision of these Terms of Sale will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Praesidium. Except as expressly set forth in these Terms of Sale, the exercise by either party of any of its remedies under these Terms of Sale will be without prejudice to its other remedies under these Terms of Sale or otherwise.

 

You will not export or re-export, directly or indirectly, the products or services, or any technical information related thereto, to any destination or person prohibited or restricted by applicable law, including, without limitation, U.S. export control laws and regulations.

 

12. ADDITIONAL TERMS MAY APPLY

 

Additional terms may apply to certain Devices. In the event that there is a conflict between these Terms of Sale and any additional terms, the additional terms will control.