Volley Boast, LLC
Terms and Conditions of Sale
The following sets forth the terms and conditions that govern purchase by a customer
(“Customer”) of the VoBo Node or any other product (each, a “Product”) manufactured
by Volley Boast, LLC (“Company”) and constitutes a legally binding agreement (together
with an accepted quotation or purchase order, to the extent described below, the
“Agreement”) between the Company and the Customer. BY PURCHASING AND/OR
ACCEPTING DELIVERY OF ANY PRODUCT, YOU AGREE TO THIS AGREEMENT; IF YOU DO NOT
AGREE, DO NOT PURCHASE OR ACCEPT THE PRODUCT.
This Agreement takes effect when you click an “I Accept” button or check box presented
with these terms, or by accepting a quotation from Company or issuing a purchase order
for any Product, or by accepting delivery of any Product (“Effective Date”). You
represent to us that you are lawfully able to enter into contracts (e.g., you are not a
minor). If you are entering into this Agreement for an entity, such as the company you
work for, you represent to us that you have legal authority to bind that entity.
The Company may modify this Agreement at any time by posting a revised version on
the Volley Boast Site, which is effective immediately upon posting, provided that any
revision posted after the Effective Date will be binding between Customer and Company
only with the written consent of both parties.
This Agreement shall apply unless Customer and Company have signed a separate
purchase agreement with different terms and conditions which expressly control,
provided that no purchase order or other form of acceptance that purports to add to,
modify or omit any term of the Company’s quotation or these terms and conditions will
be binding on Company unless expressly accepted by the Company in writing.
- Price; Shipping Charges; Taxes. Prices posted online are subject to change
without notice. The Product price stated on Company’s written quotation or
confirmation will be binding on the parties. Customer is responsible for payment of
shipping, insurance and handling charges, which will be shown separately on the
invoice(s). Unless Customer provides Company with a valid and correct tax exemption
certificate applicable to the Product ship-to location prior to Company’s acceptance of
the order, Customer is responsible for sales and all other taxes associated with the
order. If applicable, a separate charge for taxes will be shown on the invoice. - Terms of Sale. Accepted orders are non-cancelable, and Products are nonreturnable except in the limited circumstances described in Sections 8 and 9 below. For
retail accounts, invoices will be issued when the items are ready for shipping and upon
receipt of payment they will be shipped. Payments should be made according to the
instructions on the invoice, by credit card, in United States dollars only. Corporate and
other large purchasers should contact the Company to arrange mutually agreeable
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© 2021, Volley Boast, LLC. All rights reserved
Last Revised: 01.26.2021 | Rev. 1.0
payment terms. All shipments are FOB shipping point for U.S. domestic shipments and
Ex Works (INCOTERMS 2020) for shipments to locations outside the U.S. - Delivery. The estimated delivery date specified by Company is given in good
faith as an indication and delay in delivery shall not lead to the cancelation of the order
or any penalty. - Title Transfer and Risk of Loss. Title to Product and risk of loss passes from
Company to Customer upon shipment from Company’s facilities and delivery of Product
to a common carrier. Title to software will remain with the applicable licensor(s) as
provided in Section 7. - Documentation and Information. (a) Except as otherwise expressly agreed to by
the Company in writing, information regarding the Products is subject to change without
notice. Information about Products made available on and/or through the Company’s
website shall not constitute a representation, warranty or other commitment by the
Company with respect to any Product except as expressly stated in the Agreement or
otherwise expressly agreed to by the Company in writing. Without limiting the
generality of the foregoing, the Company hereby disclaims all warranties, expressed or
implied, as to the accuracy, suitability for any purpose or completeness of information
made available on and/or through its website.
(b) The Company’s website makes available certain content that has not been created
by the Company, either via hyperlinks which may take users to websites not controlled
or maintained by Company, or as hosted via the website (“Third Party Content”). Third
Party Content is not the responsibility of the Company, and users acknowledge and
confirm that the Company has no control over the opinions, information, legality of
products, or accuracy of facts or statements contained in such Third Party Content and
furthermore the Company cannot guarantee and makes no representation or warranty
as to the accuracy, veracity, or completeness of any such information provided. - Intellectual Property; No Reverse Engineering. (a) Nothing herein or by virtue of
Customer’s purchase of the Product shall in any way be construed to grant or transfer
any rights to Customer to any patent, copyright, trade secret or other intellectual
property of Company associated with the Product, other than a limited, nontransferable license to use the software installed on the Product solely for the purpose
of operating the Product as intended, as specified in Section 7. Company shall retain all
right, title and interest in and to, and possession of, the foregoing intellectual property
rights and any know-how, technical information, drawings, specifications or documents,
ideas, concepts, methods, processes, techniques and inventions developed or created
by or on behalf of Company and supplied by Company in connection with the Product.
info@vbstage2023.wpengine.com | (+1) 250-412-5679 | www.volleyboast.com
© 2021, Volley Boast, LLC. All rights reserved
Last Revised: 01.26.2021 | Rev. 1.0
(b) Customer agrees that it shall not, and shall not permit any other person to: (i)
reverse engineer, decompile, or disassemble the Product or apply any other process or
procedure to derive the source code of any software included in the Product (except to
the extent applicable law doesn’t allow this restriction); (ii) copy any associated
software (or any upgrades thereto or related written materials); or (iii) create, write, or
develop any derivative software or any other software program based on software
associated with the Product. - Limited Non-exclusive License of Software. All software (including firmware)
included with the Product, if any, is owned by Company or a third party licensor who
shall retain exclusive right, title and ownership of the software. Customer is granted a
limited, personal, non-exclusive license, without the right to sublicense, to use such
software only with the Product that such software is intended to operate with and
solely for purposes of operating the Product as intended. - Limited Warranty. (a) Company warrants that Products will be free from defects
in materials and workmanship under normal use for a period of six (6) months from the
date of shipment to the Customer under the original purchase order or quotation (the
“Warranty Period”). Batteries are expressly excluded from this limited warranty.
(b) If, during the Warranty Period, the Customer submits a valid claim in writing to
Company that the Product has failed to conform to this limited warranty, the Company
shall, at its option, either (i) refund the purchase price or (ii) repair or replace the
Product and deliver the repaired Product or replacement Product to the Customer’s
address, subject in all cases to Customer returning the defective Product to Company’s
address in accordance with the procedure described in Section 9.
(c) Company’s sole obligation under the warranty described in this Section 8 shall be to
repair or replace non-conforming Products as described herein, or to refund the
documented purchase price for non-conforming Products to Customer. Company’s
warranty obligations shall run solely to Customer and not to any subsequent owner of
the Products in the event of sale or other transfer thereof by the Customer. Company
shall have no obligation to any such subsequent owner or to customers of Customer or
other users of the Products. Under no circumstances will the Company be responsible
for the end use of the Product.
(d) This limited warranty is void if the Product is:
(i) misused, abused or damaged by the Customer or third parties, whether
intentionally or due to negligence or accident;
(ii) repaired or modified without Company’s prior written consent;
info@vbstage2023.wpengine.com | (+1) 250-412-5679 | www.volleyboast.com
© 2021, Volley Boast, LLC. All rights reserved
Last Revised: 01.26.2021 | Rev. 1.0
(iii) not properly installed, operated or maintained in accordance with the User
Manual furnished by Company;
(iv) subjected to extreme temperatures or other operating conditions exceeding
device specifications; or
(v) damaged due to the occurrence of a Force Majeure Event.
(e) This limited warranty gives Customer specific rights, but Customer may have other
rights provided by applicable law of the state in which it is located. If, and solely to the
extent that, any term of this limited warranty is prohibited by applicable law, such term
will be deemed excluded from this limited warranty without affecting the validity of the
remaining terms of this limited warranty. - Returns and Warranty Claim Procedures. (a) Any claims by Customer for missing
or damaged Products in a shipment are waived by Customer unless Customer provides
notice to Company within 10 (ten) days of delivery to Customer and complies with the
return procedures specified in this Section.
(b) Any claims that a Product does not meet the limited warranty under Section 8 are
waived by Customer unless Customer provides notice to Company not later than the last
day of the Warranty Period for such Product and complies with the return procedures
specified in this Section.
(c) Any notice of claim under paragraph (a) or (b) above shall be sent by email to
productclaims@vbstage2023.wpengine.com and shall specify (i) Product model name and serial
number, (ii) date of shipment of Product to Customer, and (iii) a brief description of the
claim. If after analysis of the claim, Company determines that the Product should be
returned to Company for testing and, as appropriate, repair or replacement, or a refund,
Company will so notify Customer and will assign a return authorization number that
Customer should thereafter reference in all communications with Company relating to
that claim.
(d) Customer shall return Products for which it has received a return authorization
number to Company’s facilities in shipping cartons which clearly display the return
authorization number, with shipping, insurance and handling charges paid by the
Customer, and in compliance with rules regarding shipment of goods applicable to the
Product. CUSTOMER SHOULD REMOVE ALL BATTERIES FROM PRODUCT, IF ANY, PRIOR
TO RETURNING. It is the Customer’s responsibility to retain such batteries for use in the
Product received back from the Company after testing, repair or replacement, as
applicable, by the Company. Customer acknowledges that Products returned by
Customer to Company may be tested and found to be complying. Products that are
found not to have been properly returned will be redelivered to Customer FOB
info@vbstage2023.wpengine.com | (+1) 250-412-5679 | www.volleyboast.com
© 2021, Volley Boast, LLC. All rights reserved
Last Revised: 01.26.2021 | Rev. 1.0
Company’s facilities upon payment of shipping costs by Customer and Customer shall
bear the risk of loss for such return shipment. Products determined by Company to
have been properly returned will be repaired or replaced and Company shall bear the
risk of loss and costs of shipment thereof back to the Customer, or the Company will
issue a refund of the purchase price for such Product. - Limitation of Liability and Remedies. (a) THE WARRANTY SET FORTH HEREIN IS
THE ONLY WARRANTY APPLICABLE TO ANY PRODUCT PURCHASED BY CUSTOMER. ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. COMPANY’S LIABILITY
WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR
OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE
PRODUCT. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE PRODUCT IS A
CONSIDERATION IN LIMITING COMPANY’S LIABILITY. NO ACTION, REGARDLESS OF
FORM, MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE SHIPMENT
DATE OF THE PRODUCT.
(b) CUSTOMER’S SOLE REMEDY FOR BREACH OF THIS LIMITED WARRANTY IS REPAIR OR
REPLACEMENT OF THE NON-CONFORMING PRODUCT OR REFUND OF THE PURCHASE
PRICE OF THE NON-CONFORMING PRODUCT, AT COMPANY’S OPTION, AND SUBJECT TO
(I) THE OTHER TERMS AND CONDITIONS HEREOF AND (II) COMPLIANCE BY CUSTOMER
WITH THE CLAIMS PROCEDURES SPECIFIED HEREIN.
(c) In no event will Company be liable for any loss, damage or claim arising out of or
related to: (i) stored, transmitted, or recorded data, files or software; (ii) any act or
omission of Customer or third parties; (iii) interoperability, interaction or
interconnection of the Product with applications, equipment, services or networks
provided by Customer or third parties; or (iv) loss or destruction of any hardware,
software, files or data resulting from any virus or other harmful feature or from any
attempt to remove it. - Compliance with Export Restrictions is Customer’s Responsibility. The Customer
is exclusively responsible for complying with import and export control laws,
conventions and regulations in relation to the Product and its end use. - Governing Law; Dispute Resolution. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to its
conflicts of laws principles. The parties agree that the federal and state courts sitting in
Harris County, Texas shall have exclusive jurisdiction over any claim, or dispute or
controversy (whether in contract, tort or otherwise) against Company, its agents,
employees, successors, assigns or affiliates arising out of or relating to this Agreement,
info@vbstage2023.wpengine.com | (+1) 250-412-5679 | www.volleyboast.com
© 2021, Volley Boast, LLC. All rights reserved
Last Revised: 01.26.2021 | Rev. 1.0
Company’s Products, advertising, or any related purchase. Customer agrees and
consents to the jurisdiction of the state and federal courts in Houston, Harris County,
Texas, and waives any objection that such courts are an improper or inconvenient venue
or forum for such disputes. Unless otherwise prohibited by law, the parties agree to
waive their right to trial by jury and any such trial shall be tried exclusively as a bench
trial before the judge of the court in which the matter is pending at the time of trial. - Force Majeure. The Company shall not be liable for any loss or damage, or delay
or failure in performance of its obligations (or those of its suppliers), due to causes
beyond the Company’s control, such as fire; flood; lightning; earthquakes; power
failures or blackouts; severe weather; explosions; wars or armed conflicts; national,
state or local emergencies; civil disobedience; shortage of labor or materials; labor
disputes, strikes, or other concerted acts of workers (whether of the Company or
others); embargoes; acts of God; acts of terrorism, sabotage or vandalism; plague,
epidemic, pandemic, outbreaks of infectious disease or any other public health crisis,
including quarantine or other employee restrictions; or other acts or occurrences
otherwise known as “force majeure” (a “Force Majeure Event”). - Notices. (a) To Customer. The Company may provide any notice to Customer
under this Agreement by: (i) posting a notice on the Volley Boast Site; or (ii) sending a
message to the email address then associated with Cutomer’s account. Notices
provided by posting on the Volley Boast Site will be effective upon posting and notices
provided by email will be effective when Company sends the email. It is Customer’s
responsibility to keep its email address current. Customer will be deemed to have
received any email sent to the email address then associated with its account when
Company sends the email, whether or not Customer actually receives the email.
(b) To Company. To give Company notice under this Agreement, Customer must contact
Volley Boast by sending a message to the email address info@vbstage2023.wpengine.com or by
personal delivery, overnight courier or registered or certified mail to the mailing address
of the Company. Company may update its email or mailing address for notices by
posting a notice on the Volley Boast Site. Notices provided by personal delivery or email
will be effective immediately. Notices provided by overnight courier will be effective
one business day after they are sent. Notices provided by registered or certified mail
will be effective three business days after they are sent. - Miscellaneous. The Agreement contains the entire agreement and
understanding between the parties hereto. Company’s offer to sell the Product to
Customer is expressly conditioned on the terms stated herein. No provision of the
Agreement may be waived, modified, altered or amended except by a written
instrument signed by both parties. Company’s failure to insist on or enforce strict
performance of this Agreementshall not be construed as a waiver by Company of any
provision or any right it has to enforce this Agreement, norshall any course of conduct
info@vbstage2023.wpengine.com | (+1) 250-412-5679 | www.volleyboast.com
© 2021, Volley Boast, LLC. All rights reserved
Last Revised: 01.26.2021 | Rev. 1.0
between Company and Customer or any other party be deemed to modify any provision of
this Agreement. For the avoidance of doubt, nothing in Customer’s purchase order or
acceptance of quotation that purports to add to, modify or omit any term of this
Agreement will be binding on Company unless expressly accepted by the Company in
writing. If any covenant, term or provision of the Agreement is deemed to be contrary
to law, that covenant, term or provision will be deemed separable from the remaining
covenants, terms and provisions of the Agreement and will not affect the validity,
interpretation or effect of the remainder of the Agreement. The Agreement does not
expressly or implicitly provide any third party with any remedy, claim, liability,
reimbursement, cause of action, or other right or privilege. When reference is made in
the Agreement to a Section, such reference shall be to a Section of this Agreement
unless otherwise indicated. The headings contained in the Agreement are for
convenience of reference purposes only and shall not affect in any way the meaning or
interpretation of the Agreement. For purposes of the Agreement, (i) words in the
singular will be deemed to include the plural and vice versa and words of one gender
shall be deemed to include the other gender as the context requires, (ii) the terms
“hereof”, “herein”, “herewith” and “hereunder” and words of similar import shall,
unless otherwise stated, be construed to refer to the Agreement as a whole and not to
any particular provision of the Agreement and (iii) the words “include”, “includes” and
“including” shall be deemed to be followed by the words “without limitation.” The
Agreement shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting or causing any instrument to be
drafted.