General Product Terms

Thalmic Labs Inc.

This is a legal agreement between you (meaning you as an individual if you are acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and Thalmic Labs Inc. (“Thalmic”). By using a product made and/or distributed by Thalmic (a "Thalmic Product"), you agree to the general product terms ("Product Terms") set out below. These Product Terms may be updated by Thalmic from time to time, and it is your responsibility to ensure your use of a Thalmic Product is in compliance with the current version of these Product Terms.

BY USING A THALMIC PRODUCT, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT USE A THALMIC PRODUCT.

  1. TITLE, INTELLECTUAL PROPERTY AND USE RESTRICTIONS
    1. If purchased directly from Thalmic, title to any hardware component of a Thalmic Product bought by you shall pass to you upon your full payment for such Thalmic Product.
    2. Notwithstanding the foregoing, title to any software component of a Thalmic Product shall not pass to you, and you are hereby put on notice that your use of any Thalmic software supplied to you under this agreement is governed by and subject to the software license terms as may be provided to you with the Thalmic software. Such license terms may be included as a file with the software that you download from Thalmic for use with Thalmic hardware, such as with an SDK. Use of any third party software under these Product Terms shall be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.
    3. You do not acquire any intellectual property or other proprietary rights under these Product Terms, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to Thalmic Products, software or any part thereof. Your only rights to Thalmic Products, software, or any part thereof shall be those rights expressly licensed or granted to you under these Product Terms or in a separate, mutually agreed upon, written agreement between you and Thalmic. Any rights not expressly granted under these Product Terms are reserved.
    4. Except to the extent expressly agreed upon in writing by you and Thalmic, you shall not, and you shall not permit any third party to, copy, reproduce, distribute, modify, decompile, disassemble or reverse engineer the Thalmic Products and/or any software provided to you by Thalmic as part of the Thalmic Products, nor shall you use the Thalmic Products except to facilitate your internal business functions or for personal, non-business-related use.
    5. You are responsible for the selection, implementation, and performance of any and all third party equipment used in connection with the Thalmic Products, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of the Thalmic Products and any equipment, services or software used in conjunction with the Thalmic Products. This includes all applicable laws, regulations and orders applicable to the export, re-export, transfer or resale of Thalmic Products. You also acknowledge that Thalmic will not take, and will not be required to take, any action contrary to such applicable laws.
  2. CHANGES
    1. Thalmic reserves the right to make changes in the design of its Thalmic Products without the obligation to make equivalent changes to Thalmic Products that have previously been supplied to you.
    2. A Thalmic Product may include embedded software (firmware). Thalmic reserves the right, but has no obligation, to download updates to your Thalmic Product upon your Thalmic Product being connected to a computer with Internet capability, in order to maintain compatibility with Thalmic software associated with such Thalmic Product, such as an SDK.
  3. WARRANTY
    1. Thalmic warrants that, for a period of one (1) year from the date that the Thalmic Products are delivered to you by Thalmic or its authorized distributor: (a) the Thalmic Products will comply with Thalmic’s specifications for such Thalmic Products, and (b) the Thalmic Products will be free from material defects in material, design and workmanship. This warranty is valid only for the original purchaser of a new Thalmic Product obtained from Thalmic or its authorized distributor, and shall not survive any transfer of ownership of the Thalmic Product.
    2. You must obtain a valid, written Return Materials Authorization (RMA) from Thalmic as part of the warranty return process. Thalmic reserves the right to refuse or return any Thalmic Products sent back without an RMA.
    3. If you notify Thalmic of any such material defects or non-conformance within such one (1) year period and obtain the applicable RMA, Thalmic will, at its option, repair or replace the Thalmic Products. If Thalmic is unable to repair or replace such Thalmic Products within a reasonable timeframe, Thalmic will refund you the amounts paid for such defective or non-conforming Thalmic Products. All shipment of such Thalmic Products is at your expense, unless Thalmic otherwise agrees in writing.
    4. Thalmic may, at its option, use new or refurbished or used parts in good working condition to repair or replace any Thalmic Product. Any replacement Thalmic Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, or for such minimum time period as required by the jurisdiction in which you reside.
    5. The above warranty shall not apply to defects or non-conformities resulting from: (a) use of the Thalmic Product in a manner contrary to, or not in accordance with, the documentation (including these Product Terms), guidelines or instructions provided by Thalmic, (b) any modification, maintenance or repair of the Thalmic Products by anyone other than Thalmic, (c) normal wear and tear, (d) external causes such as, but not limited to, power failure or electrical power surges, or (e) your breach of these Product Terms. This warranty additionally does not cover Thalmic Products marked as "sample" or sold "AS IS".
    6. Thalmic does not warrant that the operation of the Thalmic Product will be uninterrupted or error-free. Additionally, the foregoing warranty does not apply to any software provided to you, except to the extent that the Thalmic Product does not comply with this warranty solely due to firmware issues that are not excluded under this section. All Thalmic software is provided “AS IS”, and subject only to the license terms applicable to such software.
    7. The warranty set forth in this section is the exclusive warranty made by Thalmic to you. Thalmic disclaims all other representations, warranties and conditions, whether express or implied, including but not limited to any express or implied representations, warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, or any other warranty or condition arising by statute, custom or usage of trade related to the Thalmic Products provided hereunder. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions relating to the Thalmic Products and services to the extent that they cannot be excluded as set out above are limited to one (1) year from the date that the Thalmic Products are delivered to you.
  4. INDEMNITY
    1. You shall defend, indemnify and hold Thalmic, its successors, assigns, officers, directors, employees and agents harmless from any and all claims, damages, judgments, settlements, losses or expenses, including but not limited to attorney’s fees and charges, and court and arbitration costs, arising out of or relating to these Product Terms (including without limitation (a) a claim of infringement of any intellectual property or proprietary right arising from your combination or use of the Thalmic Products with software, interfaces, or other materials that are not supplied or specifically authorized by Thalmic, (b) a claim respecting any injury, death or property damage in connection with your use or misuse of the Thalmic Products, (c) any third party claim arising from your unauthorized or improper use or modification of the Thalmic Products, and (d) any third party claim arising out of your material breach of these Product Terms). This indemnity obligation excludes any direct damages to the extent arising from the gross negligence or willful misconduct of Thalmic.
  5. LIMITATIONS OF LIABILITY
    1. In no event will Thalmic be liable under these Product Terms for any damages other than your direct damages to the extent arising from Thalmic’s gross negligence or willful misconduct, and in no event shall Thalmic’s aggregate liability exceed $200.00.
    2. No claim may be brought against Thalmic, whether in contract, tort or otherwise, more than two years after the Thalmic Products were delivered.
    3. The Thalmic Product is not intended for control of, or use with (whether direct or indirect), industrial, commercial, military or medical equipment, and is not intended for any use where failure or fault of the Thalmic Product could directly or indirectly cause risk or damage to life or property, or in any mission-critical application. Any such use is entirely at your discretion and risk, and shall void the warranty contained in these Product Terms. You will be solely responsible for (and Thalmic disclaims) any and all loss, liability, or damages resulting from such use.
    4. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THALMIC BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, USE OR OPPORTUNITY, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND WHETHER OR NOT THALMIC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  6. SUPPORT
    1. Thalmic shall not be obligated to provide any support or maintenance services for the Thalmic Products unless otherwise expressly agreed upon in writing by you and Thalmic. However, this provision does not relieve Thalmic of its warranty obligations described in the Warranty section of these Product Terms.
  7. CANCELLATION AND TERMINATION
    1. Thalmic may terminate these Product Terms upon written notice to you, and may also (if applicable) stop any Thalmic Products in transit to you and suspend the delivery of Thalmic Products to you without penalty, if: (a) you commit a material breach of these Product Terms and fail to remedy such breach within thirty (30) days of receiving notice of such breach, or (b) you become involved in any legal proceeding concerning your solvency, have a receiver or administrator appointed of any of your assets, cease or threaten to cease operations, or otherwise have a serious and reasonable doubt arise respecting your solvency.
    2. Upon termination of these Product Terms for your breach or insolvency: (a) all of Thalmic’s performance obligations hereunder shall immediately cease, (b) your license to use any software provided to you hereunder shall immediately cease, and you shall either return all such software to Thalmic or have an officer of your company certify that such software has been destroyed, and (c) any payments then due to Thalmic become immediately payable in full. The foregoing shall be in addition to, not in lieu of, any other rights and remedies that Thalmic may have in relation to your breach or insolvency.
    3. Except as otherwise specified herein, neither party shall be entitled to terminate or cancel these Product Terms except with the prior written consent of the other party.
  8. FEEDBACK
    1. We would appreciate receiving your feedback on the usability of the Thalmic Products, including feedback on any errors, problems, or other issues with the Thalmic Products. We will use your feedback to aid in resolving Thalmic Product issues and to improve our Thalmic Products, and may contact you to obtain further information. All personal information will be handled in accordance with our privacy policy available at thalmic.com/privacy.
    2. You agree that Thalmic shall own all feedback, including without limitation: ideas, concepts, or changes to the Thalmic Product developed or identified in the course of these Product Terms or as the result of your use of the Thalmic Product, and all associated intellectual property rights therein (collectively the “Results”), and hereby assign to Thalmic all of your right, title and interest thereto. However, the foregoing shall not be deemed to transfer any ownership of applications or other materials that you develop to be compatible with the Thalmic Product, provided that such developments are independently developed by you without breaching these Product Terms.
  9. MISCELLANEOUS
    1. These Product Terms constitute the entire agreement between the parties and supersede all previous agreements relating to your usage of the Thalmic Product. These Product Terms may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties. If any one or more of the provisions of these Product Terms is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Product Terms. No waiver by either party of a breach or omission by the other party under these Product Terms shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. These Product Terms, and all Thalmic Product requirements, shall be governed by, and construed in accordance with, the laws of the Province of Ontario. It is the express will of the parties that these Product Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
  10. CONTACT
    1. If you have any questions or inquiries regarding these Product Terms or any order or purchase, please contact the Thalmic Labs support team through the contact details at https://www.thalmic.com/contact. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your e-mail correspondence with us.