The following General Terms and Conditions for the Purchase of Products and Services, and Limited Warranty (“Terms”) shall apply to and form a part of all sales of the products (“Product(s)”) sold by SinglePoint Communications, Inc., an Oregon corporation (“SinglePoint”) and all software, technical support and other services provided by SinglePoint (“Services”). Any sale of, or acceptance by SinglePoint of an offer to purchase or purchase order for Products and/or Services is expressly limited to these Terms. Any additional or different terms provided by you or added to any purchase order, invoice, business form, or acknowledgement are expressly rejected, and no subsequent performance or delivery by SinglePoint shall be considered an acceptance of any such inconsistent or additional terms.
Please read these Terms carefully and understand them before ordering any Products and/or Services from SinglePoint.
By Placing an Order for Products and/or Services, you accept and are bound by these terms and conditions. SinglePoint reserves the right to revise these terms (including pricing) at its discretion without prior notice. Use of SinglePoint services will constitute acceptance of these terms and the amendments thereof.
Orders. You may place an order for Products by issuing a binding written purchase order to be delivered by email or as reasonably instructed by SinglePoint (an “Order”). The Order shall set forth: (1) the quantity of Product requested, (2) the requested delivery date and location, (3) the full name and phone number of the authorizing purchaser representative and (4) shipping account information. As all Products require customization to specifications, you may not alter, cancel, reschedule, or delay the delivery of an Order, without the express written consent of SinglePoint, which SinglePoint may withhold in its sole discretion, provided however that SinglePoint will endeavor to accommodate all reasonable requests. Prices are subject to change without notice, and Orders calling for a delayed or suspended delivery date more than 90 days from the date of the Order will be invoiced at prices then in effect at the time of delivery by SinglePoint to the common carrier.
Fulfillment and Delivery. Many factors influence the lead times and availability of the Products. Prior to fulfillment of any Order, SinglePoint may require certain information and specifications from you, including as applicable, specifications regarding bandwidth restrictions and content filtering, SSID, etc., as applicable (i.e. SIM cards where utilizing existing cellular service). Delays in the delivery of information and materials requested by SinglePoint (or advance payment where required) may cause delays in fulfillment of an Order, and/or activation of Products and Services, and SinglePoint shall have no responsibility for any such delay. Many factors influence the lead times and availability of the Products. SinglePoint makes no representation or warranty that Product will be in stock, or that any set lead-time is guaranteed. SinglePoint shall endeavor to fulfill all Orders, but shall have no liability for a failure to so do. SinglePoint reserves the right to partially ship against the overall quantity identified on an Order and subsequently, invoice for such partial delivery. SinglePoint may offer expedited fulfillment when stock is available for a 10% surcharge.
Note on Specifications. Unless otherwise requested in writing, all Products are delivered with SinglePoint standard specifications regarding bandwidth settings, throttling, content filtering, etc. Such standard specifications may not meet your needs or expectations, be applicable to your data usage volumes or patterns, or otherwise maximize or optimize your use of the Products. Additionally, because of your usage volumes or patterns, or due to other factors, the standard specifications may subject you to overages, and other surcharges, fees, or expenses, all of which shall be your sole responsibility.
Activation. Products are shipped Activated, unless you notify SinglePoint at the time of Order that some or all of the Products are to be shipped without activation. Activation of a Product after shipment requires a lead time of 3-5 business days. Product shipped without activation is subject to reduced Service Plan fee from date of shipment until activation. “Activated” means the activation of the Service Plan connected with a Product.
Product Shipping. Products shall be shipped FOB origin, meaning that SinglePoint is responsible for delivery to the carrier, and that you shall be responsible for all freight, insurance, duty, taxes, and other costs and expenses applicable to the transportation of the Products (in addition to the purchase price for Products and Services, and regardless of whether or not included in any written quotation or invoice), and that risk of loss for Products passes to you upon delivery to the common carrier. Claims for loss, damages, delays or failures in shipment or delivery must be reported in writing by you to the common carrier. In the absence of specific routing instructions, SinglePoint will exercise its judgment to route shipments advantageously.
Product Invoicing. Except where advance payment is required by SinglePoint, all invoices for Products shall be issued upon delivery of Products to the common carrier. Unless otherwise stated by SinglePoint in the applicable invoice, payment terms are NET 15 of invoice. Notwithstanding the foregoing, SinglePoint reserves the right to alter or amend your payment terms if, in SinglePoint’s opinion, your financial condition does not justify shipment of Products at the then-current terms, or where you owe past due amounts to SinglePoint, up to and including requiring prepayment in full.
Returns. Issues can be addressed by submitting a ticket through SinglePoint’s provided portal. You may not return any Product to SinglePoint without the prior written authorization of SinglePoint and a valid Return Materials Authorization (“RMA”) number. Any authorized Product return must contain the RMA number and SinglePoint-provided RMA form. You shall be responsible for all transportation costs for returns of the Products to SinglePoint, and shall bear all risk of loss or damage to such Products while in transit. If the Product is determined to be covered by the Limited Warranty, SinglePoint will credit you for shipping costs incurred to return Product, and SinglePoint, at its expense, will ship any repaired or replacement Product to you. You shall be responsible for a handling charge per unit for invalid or “no defect found” returns. Any repaired or replaced Product shall be warranted for a period equal to the greater of (i) the balance of the applicable warranty period relating to such Product or (ii) 60 days after it is received by you.
Product Support and Service. All sales of Products are accompanied by SinglePoint’s 30-day technical support services to assist in the initial set up of your new Products. Additionally, SinglePoint offers comprehensive hardware, software, and technical support packages as set out below.
Software and Technical Support. For each Product sold by SinglePoint you will be entitled to 30 days of technical support by phone for your initial set up. Additional software and technical support packages are available for purchase and such features and pricing are set forth on applicable data sheets posted on the SinglePoint website.
Data Plans. A choice of data plans is available for each Product sold by SinglePoint (“Service Plan”). In most cases, each Service Plan is equipped with a data plan provided by a third-party cellular/mobile carrier elected by you. Changes to carriers and data plan limits may be available to you during the then-current cycle, provided however that there may be costs applicable to any such change.
Service Plan features and pricing are set forth on applicable data sheets posted on the SinglePoint website.
Add-Ons. SinglePoint provides certain add on features (“Add-Ons”). Add-Ons are provided at additional cost to you in addition to Service Plan costs. Add-Ons may or may not run concurrently with Service Plan cycles, and may subject you to cancellation costs and fees if terminated.
Services Invoicing. Service Plans, Add-Ons and/or software and technical support packages are invoiced and due monthly in advance, provided however that you may elect to take advantage of discounted annual payment options. Service Plan fees are exclusive of overages, which are billed to you when incurred, and are due and payable NET 0 of invoice.
Software and Management Tools. All Service Plans include usage of embedded management software (the “Software”) which enables access to administrative settings, user reports, data usage statistics, signal coverage, GPS functionality, content management and filtering, and bandwidth and data usage limitation controls. You authorize SinglePoint to access Products for such purposes, and to make changes to Products and Software settings.
Service Term and Early Termination Fee. Your Service Plan runs for a 12-month term (the “Term”) beginning on Activation. After expiration of the Term, the Services shall be furnished on a month to month basis. In the event of termination, you shall pay a prorated amount plus any overages for the month plus a cancellation fee approximately equal to one month of service.
Interruption, Cancellation, or Suspension. SinglePoint reserves the right to interrupt, suspend, downgrade, or terminate your Services (including the provision of any data plan) without notice if you fail to make all required payments when due, or if SinglePoint has reasonable cause to believe that the Products are being used by you for an unlawful purpose or in a way that may adversely affect SinglePoint’s Services. You remain responsible for paying Service fees even if Service is interrupted, suspended, or downgraded.
Overages. You are responsible for all charges for or resulting from the usage or failure to secure access to a Product in excess of the features, limits, and conditions of a Service Plan, including without limitation, data overages, airtime, roaming, reactivation, surcharges, fees, and late payment charges; regulatory cost recovery and other surcharges; optional feature charges; restoral and reactivation charges; any other charges or usage billed with respect to any Product ICCID, and applicable taxes and governmental fees, whether assessed directly upon you directly or upon SinglePoint. Data overage is $15 per 1GB over under all Service Plans.
You may be able to avoid overage charges by monitoring and controlling data usage and roaming through Software features. Unless otherwise requested in writing, Products are delivered with standard specifications regarding bandwidth settings and throttling, and such standard specifications may not adequately serve to aid in the avoidance of overage charges applicable to usage volumes or patterns, or otherwise to maximize or optimize use of Products. Any changes to a Product or Software settings may subject you to overage charges. SinglePoint does not monitor data usage. The monitoring and control of data usage, and avoidance of overage charges, is your sole responsibility.
Except for the express representations and warranties made by SinglePoint below, SinglePoint excludes and disclaims all representations, warranties, and conditions of any kind, express or implied, and those arising by operation of law, course of dealing, or usage of trade. SinglePoint does not warrant that the Products or Services will meet your requirements, that the Services will be compatible with third-party products, goods, software, services, or systems, or that the Services will be without delay, error free, or uninterrupted, or that any bugs or defects in software will be corrected. This Limited Warranty states your sole and exclusive remedies for a breach of representation, warranty or condition.
Limited Warranty. This Limited Warranty gives you specific legal rights, however, you may have other rights that vary by country, province, and/or state. Except as permitted by applicable law, SinglePoint does not exclude or limit other rights you may have. To understand your rights, please consult the laws of your country, province, and/or state. To the extent permitted by law, this Limited Warranty and the remedies set forth in this section are exclusive and in lieu of all other warranties, remedies, and conditions, whether oral or written, and whether express, implied, or statutory. This Limited Warranty extends only to the original end-user purchaser and is not assignable or transferable to any subsequent purchaser or user.
What is covered by this Limited Warranty?
Products. The Products, when used within the limits set forth in the documentation (data sheet and user manual) will be free from defects in materials or workmanship, including latent or patent defects for a period of 1 year from the date of purchase by the original purchaser (“Warranty Period”); will be delivered free from any security interest, lien, or other encumbrance; will, as delivered, substantially conform to samples furnished by SinglePoint, if any; and will comply with all applicable law relating to the sale of goods. Further, SinglePoint agrees to pass through to you all manufacturer warranties covering the Products, and, in the event of any defects, to facilitate any warranty claims against manufacturers on your behalf.
Services. SinglePoint has full power and authority to provide the Services to you. All Services will be performed by SinglePoint in a professional manner. SinglePoint is sufficiently experienced, properly qualified, registered, licensed, equipped, organized, and financed to perform the Services.
What is not covered by this Limited Warranty? This Limited Warranty is limited and does not provide any remedies with respect to: (1) damage caused by use of the Product with any third-party product, good, or service; (2) installation, operation, repair, or maintenance of the Product not in accordance with instructions supplied by SinglePoint; (3) defects or damage caused by misuse, accident, neglect, abuse, or exposure to abnormal physical or electrical stress; (4) any alteration or modification of the Product by any person other than SinglePoint; (5) Product supplied or licensed for evaluation, promotional, testing, or demonstration purposes; and (6) any other issue not expressly covered. Additionally, if the Product assembly seal has been removed or damaged, the serial number or the warranty label of the Product has been altered, defaced, or removed, SinglePoint is relieved of any obligation with respect to such Product.
What is SinglePoint’s obligation in the event of a breach of this Limited Warranty? If during the Warranty Period you submit a valid claim to SinglePoint regarding the Products, your sole and exclusive remedy, and SinglePoint’s sole and exclusive responsibility, under this Limited Warranty will be, at SinglePoint’s option, to repair the Product with new or refurbished parts, provide an equivalent new or refurbished replacement Product, or to refund you the amount paid to SinglePoint for such defective Product, if any, that is subject to the warranty. Any repaired or replacement Product will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer. If during the Warranty Period you submit a valid claim to SinglePoint regarding the Services, your sole and exclusive remedy, and SinglePoint’s sole and exclusive responsibility, under this Limited Warranty will be to perform or credit you for the Services subject to this Limited Warranty.
How do I Obtain Service? To obtain warranty service subject to this Limited Warranty, please send written correspondence, together with proof of purchase, to SinglePoint at the address specified at the bottom of these Terms, or you can contact support and service via email to firstname.lastname@example.org. Please be prepared to note the serial number of the defective Product in the event of a Product related claim. In order to obtain warranty service, the Product must be returned will all original parts, accessories, and documentation, together with your SinglePoint issued RMA number. Evaluation of any Product will be subject to a $75 evaluation fee, which such fee shall be waived by SinglePoint if the subject Product is determined to be covered by this Limited Warranty. You are responsible for all shipping, freight, insurance, duty, taxes, and other costs and expenses applicable to the transportation of the Products to SinglePoint, and if the subject Product is determined to be covered by this Limited Warranty, SinglePoint will, if delivering to you replacement or repaired Product, cover the cost of return shipping of the repaired or replacement product to you.
This Limited Warranty gives you specific legal rights, however you may have additional rights under applicable law, which vary by country, province, and/or state. Except as permitted by law, SinglePoint does not intend to limit any rights you may have.
Disclaimer Of Warranties. Except for this Limited Warranty the Products provided “as is”, with all faults, and without warranty of any kind, and SinglePoint disclaims all representations, warranties, conditions, and terms, with respect to the Products, whether express, implied, statutory, or by common law, custom, usage, or otherwise, including without limitation performance, the warranties of merchantability, fitness for a particular purpose, satisfactory quality, quiet enjoyment, and noninfringement.
If SinglePoint cannot lawfully disclaim such warranties, then to the extent permitted by law, SinglePoint limits the duration of such warranties to the lesser of the Warranty Period or the minimum time permitted under such law, and limits your remedies to, at SinglePoint’s option, the replacement, repair, or refund described above. Some states, countries, and/or provinces do not allow limitations on the duration of an implied warranty or condition, and accordingly the above limitation may not apply to you.
At your request, SinglePoint may, at SinglePoint’s discretion, furnish technical assistance and/or information with respect to the Products and third-party software, services, or systems to be used in connection with the Products, including without limitation any service carrier. SinglePoint makes no representation or warranty of any kind or nature, expressed or implied, with respect to technical assistance or information so provided, and any suggestion by SinglePoint regarding the use, selection, application or suitability of the Products, or any third-party software, service, or system, shall not be construed as an expressed warranty unless specifically designated as such in writing by SinglePoint.
Pricing. Singlepoint pricing is subject to change without notice, as the costs of supply and market forces dictate. Singlepoint pricing changes are at the discretion of Singlepoint, provided however that no such price adjustment shall affect already accepted Orders.
Payment. Payment shall be in U.S. dollars and in immediately available funds. SinglePoint reserves the right to assess interest on overdue payments at a rate of one-and-one-half percent (1½%) per month (or the maximum rate allowed by applicable law, whichever is less) from the due date until all past due amounts and accrued interest is paid in full. If you make payment utilizing third-party credit (including by credit card) and a dispute arises between you and SinglePoint regarding the charges, you agree to resolve the dispute with SinglePoint directly and not involve the third-party issuing or extending credit in such dispute.
Taxes. You will bear all legally imposed transaction taxes, duties, and import or export taxes or charges, on the Products and Services including, but not limited to, sales, excise, use, value added, goods and services, provincial sales tax, consumption and business taxes, and other similar transaction-based taxes.
Risk of loss. You bear the entire risk of loss, theft or damage to the Product(s) for any cause. Even if the Product is lost, stolen or damaged, you remain obligated for the balance of payments due.
Limitation of Liabilities and Remedies. To the maximum extent permitted by law, SinglePoint is not, in any event, liable or responsible to you or any other Person for any indirect, special, incidental, collateral, exemplary, punitive, or consequential damages or losses of any nature whatsoever, resulting from or arising out of any breach of this Limited Warranty or other warranty or condition, use of the Products, or under any legal theory (including negligence) including without limitation for: (i) loss of use of the Product, or any hardware, or third party system, software or service used in connection with the Product, or the cost of any replacement products, goods, software, or services; (ii) lost actual or anticipated revenue, profits, or savings, or loss of business or loss of opportunity; (iii) loss of, damage to, compromise, or corruption of data or other files of any kind; (iv) loss of goodwill or reputation; (v) damages resulting from business interruption, personal injury or failure to meet any duty of care; (vi) third-party claims; (vii) any indirect or consequential loss or damage howsoever caused including the replacement of equipment and property; or (viii) any costs of recovering, programming, or producing any system, software or data used with a Product, even if SinglePoint has been advised of or reasonably should have known of the possibility of such damages. In no event will SinglePoint’s total cumulative liability for all damages or loss exceed the actual price paid to SinglePoint by you for the Product subject to your claim, even in the event of a fundamental or material breach or a breach of the fundamental or material terms of these Terms, or any other agreement between you and SinglePoint. Multiple claims will not expand this limitation. Some states, countries, and/or provinces do not allow the exclusion or limitation of incidental or consequential damages so the above limitations or exclusions may not apply to you.
Force Majeure. SinglePoint shall not be liable or responsible to you, or to any other person, for any default or delay in the performance or delivery of any Order, or for any damages suffered by you or any other person by reason of such default or delay, if such default or delay is caused by or occasioned upon, directly or indirectly: (a) your request to delay or suspend any Order, your delay in performance relating to the Order, including without limitation delivery of information and materials; (b) any force majeure event, including without limitation strikes, fires, flood wars, acts of nature, supplier default, shortages in labor or materials, any outbreak or escalation of hostilities, acts of terrorism, war, riots, civil disorders, or sanctions, inability to obtain products or materials through SinglePoint’s usual and regular sources at prices and terms commercially reasonable to SinglePoint, damage to plant, governmental regulations, or other cause or circumstance beyond the reasonable control of SinglePoint; (c) any failure in performance by any third-party including without limitation common carriers, or service carriers.
Disputes and Attorney Fees. You agree to notify SinglePoint of any claim(s) arising out of or in any way related to these Terms, or the Products and/or Services, within 180 days after the claim(s) arises, or within the applicable statutory limitations period(s) provided by law, whichever occurs first. You acknowledge that failure to do so shall act as a bar to any claim you may have, and you waive any longer statutory limitations period to the contrary, to the extent permitted by applicable law. Except as otherwise provided below, and except for claims that cannot lawfully be required to be arbitrated under applicable law, you agree to resolve any dispute, controversy, or claim relating to or arising out of these Terms, or to the interpretation or breach of these Terms, or to the existence, scope, or validity of these Terms, or the Products or Services (including without limitation, tort claims, estoppel, waiver, and other conditions precedent to arbitratability) by arbitration with the Arbitration Service of Portland and subject to its then-applicable rules, in Portland, Oregon. Either you or SinglePoint may seek from a court an order to compel arbitration, or any other interim relief or provisional remedies pending an arbitrator’s resolution of any controversy or claim. Any such action or proceeding – or any action or proceeding to confirm, vacate, modify, or correct the award of the arbitrator – will be litigated in courts located in Multnomah County, Oregon, and for such purposes, you consent and submit to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon. If any arbitration or litigation is instituted to interpret, enforce, or rescind these Terms, including but not limited to any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim shall be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees, expert witness fees, and other fees, costs, and expenses of every kind, including but not limited to the costs and disbursements specified in ORCP 68 A(2), incurred in connection with the arbitration, the litigation, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court. In the event that your fail to make timely payment to SinglePoint, and SinglePoint does not institute any arbitration or litigation, you agree to pay to SinglePoint, upon demand, all reasonable costs and expenses incurred, including but not limited to attorney’s fees and collection fees, incurred by SinglePoint in attempting to collect amounts owed by you to SinglePoint.
Severability. If a provision of these Terms is determined to be unenforceable in any respect, such provision will be deemed severed and the remaining provisions of these Terms shall not be impaired.
Governing Law. These Terms are governed by the laws of the State of Oregon, United States of America, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing these Terms.
Entire Agreement. These Terms contain the entire understanding of the parties regarding the subject matter of these Terms and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of these Terms.
If you have any questions concerning these Terms please contact SinglePoint at:
SinglePoint Communications Inc.
7990 SW Cirrus Dr.
Beaverton, OR 97008
Attn: Support Desk
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