TERMS OF SALE

 

READ THE SALES, PURCHASE, RETURN, AND REFUND POLICIES FOR THE COPENHAGEN WHEEL AND OTHER SUPERPEDESTRIAN PRODUCTS

 

Last updated May 4, 2017

 

Welcome to the online store (the “Store”) provided by Superpedestrian, Inc. (“us”, “we”, “our”, “Company”, or “Superpedestrian”). As a purchaser (“you” or “your”) of the products (“Products”), including the Copenhagen Wheel product (“Copenhagen Wheel” or “Wheel”), from the Store, you agree to be bound by these Terms of Sale (“Terms”), our Privacy Policy, the terms of the Limited Warranty and all other requirements and policies located at www.superpedestrian.com/legal.

The Store is for retail sales to private consumers only. Other restrictions on use are included in the Limited Warranty. Please contact orders@superpedestrian.com if you wish to purchase Products for commercial use or in wholesale quantities.

 

1. SCOPE AND APPLICATION

1.1 Terms. These Terms apply to all offers, sales, and purchases of the Wheel and other Products sold through our Store. All other policies we have issued, including our Privacy Policy, Limited Warranty and End User License Agreement, as amended from time to time are incorporated into these Terms by reference.

1.2 Changes. This Store and our business may change from time to time. As a result, at times it may be necessary for us to make changes to these Terms. Please review these Terms periodically, and especially before you order any Products on the Store. These Terms were last updated on the date indicated above. We reserve the right to update or modify these Terms at any time and from time to time without prior notice, and such changes will apply to your purchase transaction if you place such order after the date of last modification indicated above.

 

2. PURCHASES

2.1. PURCHASES ARE FINAL. ALL PURCHASES ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE APPLICABLE CANCELLATION POLICY AND REFUND POLICY SET FORTH BELOW.

2.2. Custom Product. You can customize the Copenhagen Wheel with many options as described on the Store. If you choose to customize the Wheel with parts or components that are currently out of stock, backordered, or delayed, delivery may be delayed. Since each Wheel is customized to your specifications, all sales are final unless otherwise stated in these Terms.

2.3. Instructions. You may only use the Products in accordance with the instructions and licenses that come with it, including instructions and licenses that may be available online. The Company may provide software updates/upgrades that you will need to install in order for your Product to function properly, and the use of that software may be subject to additional licensing terms.

2.4. Registration. EACH COPENHAGEN WHEEL PRODUCT MUST BE REGISTERED. In order to activate the Product's electronic assistance, secure your Wheel from unauthorized usage, and to utilize other electronic features found in the the web and/or mobile applications (“Application” or “App”), you are required to register your Wheel to your Superpedestrian account (“Product Registration”) as stated in the Terms of Sale issued by Superpedestrian. You will be guided through the Product Registration at the time you initially access the Wheel through the mobile App. The Product Registration will be used as evidence of ownership when making a warranty claim.

2.5 Minors. We do not sell to minors. The Products are intended for adults over age 18 and we intend to sell the Product to adults only.

 

3. OFFER, ACKNOWLEDGMENT AND ACCEPTANCE; CANCELLATION POLICY

3.1. Prices, Quotations, Descriptions. Any prices, quotations and descriptions made or referred to on this Store with respect to the Products are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to Acceptance (as defined below).

3.2. Rejection of Orders. While we make every effort to ensure that items appearing on the Store are available, we cannot guarantee that all items are in stock, immediately available, or available for distribution or delivery in all parts of the Territory (as defined below) when you submit your order. We may reject your order without liability at any time for any reason in our sole discretion. If we cancel your order or are unable to process your order, we will refund any payment that you have made for the item ordered.

3.3. Acceptance of Orders. An order submitted by you through the Store constitutes an offer by you to us to purchase Products on these Terms and is subject to our subsequent acceptance. Prior to such acceptance, an automatic e-mail acknowledgement of your order may be generated. Please note that any such automatic acknowledgement does not constitute a formal acceptance of your order. Our acceptance of your order takes effect upon our charging your credit card or accepting any other payment for the Products (“Acceptance”).

3.4. Cancellation Policy. ALL SALES ARE FINAL. After Acceptance, you may not modify or cancel your order without our prior written consent; except that: (a) we may cancel your order at any time after Acceptance and prior to shipment for any reason in our sole discretion, and in such event, we will issue you a credit or refund; and (b) for any “pre-orders” of Products (as specifically identified on the Store), you are permitted to cancel your pre-order up to 30 days prior to the Products shipping. You may cancel your pre-order by contacting us at support@superpedestrian.com. Upon such cancellation, we will refund the amount paid by you for the cancelled items. (The foregoing collectively constitutes our “Cancellation Policy”).

 

4. PRICE AND TERMS OF PAYMENT

4.1. Prices. Prices payable for the Products are those in effect at the time of ordering, unless otherwise expressly agreed.

4.2. Charges. Your Products are customized to meet your requirements, and so your credit card may be charged IMMEDIATELY once you submit your order.

4.3. Currency. All prices are in U.S. dollars (USD). If you pay in a different currency, the currency conversion will be handled by our payment service provider or the credit card company. We reserve the right to offer other currencies.

4.4. Revisions. We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including, without limitation, costs of any materials, carriage, labor or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify you of any mistakes in the descriptions of the Products or errors in pricing prior to the Products’ dispatch. We will notify you of any change in pricing prior to Acceptance and will not process the order unless you confirm your order with the new pricing. In such event, if you choose to continue with fulfillment of your order, you acknowledge that the Product will be provided in accordance with such revised description or corrected price.

4.5. Territory. The places that we deliver the Products are listed on the Store (the “Territory“). Although the Store is accessible worldwide, the Products offered on the Store are not designed and tested for use in all countries. If you choose to access the Store and/or use the Products outside the "Territory", as applicable, you do so at your own risk and you are solely responsible for complying with applicable local laws in your country. You understand and accept that the Store is not designed for use in a non-Territory country and some or all of the features of the Store may not work or be appropriate for use in such a country. To the extent permissible by law, Superpedestrian accepts no responsibility or liability for any damage or loss caused by your access or use of the Store in a non-Territory country.

4.6. Shipping and Taxes. Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery within the Territory (charges for which are stated on the Store); and (b) Sales tax, any other tax, duty and/or fees which (where applicable) must be added to the price payable. You agree to pay for taxes, duty, fees and shipping or carriage of the Products. We will specify such costs on the Store when you submit your order.

4.7. Payment Information; Sufficient Funds. You agree to provide your payment information at the time of purchase through the Store. You agree to have sufficient funds or credit available upon Acceptance to ensure that the purchase price will be collectible at such time. We will charge credit or debit cards upon Acceptance and prior to shipment of the Products. We reserve the right to verify credit or debit card payments prior to Acceptance. Payment processing on the Store is powered by our third party payment processor. We are not responsible for the performance of the third party payment processor.

 

5. DELIVERY AND RISK

5.1. Delivery Schedules. Any delivery schedules or dates specified on the Store, or in any order acknowledgements, and/or e-mail communications from us to you or elsewhere, are not a promise to fulfill the pre-order, or order, by such dates, but are merely estimates of when we hope to fulfill the order.

5.2. Delivery Address. Delivery will be to a valid address within the Territory submitted by you and subject to Acceptance (“Delivery Address”). Delivery cannot be made to a Post Office box. You must check the Delivery Address on any acknowledgement we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order.

5.3. Short Deliveries. Except to the extent required as a result of any mandatory rights you have as a consumer under applicable law, you will not be entitled to reject the Products in whole or in part by reason of short delivery and will pay in full notwithstanding short delivery unless you notify us in writing of any claim within five (5) days of the latest of the date of receipt of the relevant invoice or delivery whereupon you will pay for the quantity actually delivered.

5.4. Risk of Loss. Except as otherwise provided in these Terms, title and risk of loss of or damage to the Product passes to you on delivery or when placed in your possession.

 

6. WARRANTY AND EXCHANGE/REFUND POLICY

Our Products are covered by the warranty outlined in our warranty policy found at www.superpedestrian.com/legal. Our exchange and refund policy are found at www.superpedestrian.com/legal/return-policy. In the event that you have financed our products at time of sale, the warranty may expire prior to fully paying off the product(s). You will be held responsible for payments of outstanding debt with the financing partner, per the terms of their agreement.

 

7. SOFTWARE

7.1. General. In the event that the Products supplied include any software (the “Supplied Software”), the Supplied Software is licensed by us as set forth below. Certain other software may be downloaded and used in connection with the Products (the “Downloadable Software”). If the Products work with Downloaded Software, we will provide instructions to you on our Store or by e-mail for how to download the Downloadable Software.

7.2. License of Supplied Software. (a) Right to Use: The Supplied Software is provided in object code and is licensed for personal use only and only for purposes of using the Products with which it was supplied. You will not copy the Supplied Software or alter it in any way. (b) Duration: The license set forth in Section 7.2(a) will continue so long as you use the Supplied Software in compliance with this Agreement. Should you breach any of your obligations, license set forth in Section 7.2(a) will automatically terminate. (c) Title: Subject only to the rights expressly granted to you under this Agreement, we and our licensors retain all proprietary rights and title (including without limitation all intellectual property rights) to the Supplied Software and any modifications thereof, and no ownership of any part of the Supplied Software is hereby transferred to you. You will not, directly or indirectly, reverse engineer, decompile, or disassemble the Supplied Software or otherwise attempt to derive the source code of the Supplied Software. (d) Export Control: The Supplied Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations. (e) Restricted Rights: Any use of the Supplied Software by the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Superpedestrian.

7.3 Intellectual Property. The trademarks, service marks, and logos relating to service and the Products, including without limitation The Copenhagen Wheel trademarks, are owned or licensed by the Company. Any unauthorized use of any trade dress, trademarks, service marks, or any other intellectual property belonging to the Company or any third party is strictly prohibited, and may be prosecuted to the fullest extent of the law.

 

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT LEGALLY PERMITTED, WHETHER OR NOT WE WERE AWARE OR ADVISED OF THE POSSIBILITY OF DAMAGES, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (A) OUR AGGREGATE LIABILITY (WHETHER BASED ON WARRANTY, CONTRACT, TORT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY) WILL IN NO CIRCUMSTANCES EXCEED THE COST OF THE PRODUCTS YOU ORDERED THAT ARE RELATED TO YOUR DAMAGES; AND (B) IN NO EVENT WILL WE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, OR COST OF COVER, OR DAMAGES RESULTING FROM LOST DATA (WHETHER BASED ON WARRANTY, CONTRACT, TORT, INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL THEORY). SOME STATES, COUNTRIES AND PROVINCES DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

9. PRODUCT SPECIFICATIONS; DISCLAIMER OF WARRANTIES

9.1. Specifications. Unless otherwise stated in these Terms, all Products’ specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the Store or made available by us are intended to represent no more than a general illustration of the Product and its features and do not constitute a warranty or representation by us that the Products will conform with the same.

9.2. Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6, (A) THE PRODUCTS ARE PROVIDED WITHOUT ANY WARRANTIES OR SUPPORT OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, AND NO OTHER REPRESENTATIONS OR CLAIMS OF ANY KIND WILL BE BINDING ON OR OBLIGATE US; (B) THE PRODUCTS ARE EXPRESSLY PROVIDED TO YOU “AS IS”; (C) IF ANY TECHNICAL SUPPORT OR ASSISTANCE IS PROVIDED WITH RESPECT TO THE PRODUCTS AND THE USE THEREOF, THEY ARE PROVIDED “AS IS”, WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED; (D) WE DO NOT WARRANT THAT THE USE OR OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; AND (E) YOU BEAR ALL RISKS RELATING TO THE USE OF THE PRODUCTS AND THE QUALITY AND PERFORMANCE OF THE PRODUCTS AND ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION EXCEPT. THESE TERMS STATE YOUR SOLE AND EXCLUSIVE REMEDIES.

9.3. Indemnification. TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU AGREE TO INDEMNIFY, REIMBURSE, PAY FOR AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND LICENSEES FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO (I) ANY CLAIM ASSERTING THAT CONTENT YOU PROVIDED INFRINGES A THIRD PARTY’S PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, PUBLICITY, CONFIDENTIALITY OR OTHER RIGHT; (II) ANY CLAIM ASSERTING THAT CONTENT YOU PROVIDED IS DEFECTIVE OR HAS CAUSED PERSONAL INJURY OR DEATH OR PROPERTY DAMAGE; (III) YOUR USE OF THE CONTENT AND (IV) YOUR BREACH OF THESE TERMS OF SERVICE.

 

10. CONSENTS, CUSTOMS DUTIES & EXPORT

10.1. License. If any license or consent of any government or other authority is required for the acquisition, carriage or use of the Products by you in any part of the Territory, you will obtain such license or consent at your own expense and if necessary produce evidence to us on demand. You will meet any additional expenses or charges incurred by us resulting from such failure.

10.2. Export Laws. Products licensed or sold to you under these Terms may be subject to export control laws and regulations in the Territory or other relevant jurisdiction where you take delivery or use the Products. You will be responsible for complying with those laws and will not do anything to breach them.

10.3. EEA. Items entering the European Economic Area (EEA) from outside over a certain value may be subject to customs charges (e.g. where costs are in excess of your personal import allowance). You may be subject to customs charges, import duties and taxes, levied when the Products reach your specified destination. Any such additional charges for customs clearance or import duties or taxes must be met by you. You should contact the local customs office in the relevant jurisdiction for further information on customs policies or duties.

 

11. GENERAL

We will not be liable to you nor held in breach of contract for any loss or damage which may be suffered as a direct or indirect result of us being prevented, hindered or delayed in the performance by reason of any circumstances beyond our reasonable control including (but not limited to) any act of God, war, riot, civil commotion, governmental action, explosion, fire, flood, storm, accident, strike, lock-out, trade dispute or labor disturbance, breakdown of plant or machinery, interruption in the supply of power or materials and in such event we may elect to cancel your order and refund any payments made. Except as expressly agreed by the Company and you, these Terms, the Privacy Policy, the Limited Warranty and any applicable requirements and policies issued by the Company constitute the entire agreement between you and the Company with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. In the event of any conflict between this Agreement and any applicable warranty issued by the Company, the applicable terms and conditions of such warranty will control. These Terms are governed by the internal substantive laws of The Commonwealth of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in The Commonwealth of Massachusetts. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. Failure of the Company to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision in these Terms. No waiver will be effective against the Company unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. The section headings are provided merely for convenience and will not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees.

Superpedestrian, Inc.

84 Hamilton Street Cambridge, MA 02139

support@superpedestrian.com