Terms of Sale

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.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
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    © 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.
  7. 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.
  8. 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;
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    © 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.
  9. 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
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    © 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.
  10. 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.
  11. 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.
  12. 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,
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    © 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.
  13. 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”).
  14. 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.
  15. 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
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    © 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.