terms of sale

Sofar Ocean Technologies

Terms and Conditions of Sale

Last updated: July 17, 2024

1. ENTIRE AGREEMENT.

Sofar Ocean Pier 28 Annex, San Francisco CA 94105

Sofar reserves the right to modify or change a Remote Access Package at any time, including by reducing the amount of data being transmitted or the frequency of data transmissions, or limiting the length of the subscription, with or without notice to you. Your Remote Access Package shall begin on the day you register the Product(s) to your online user account, or three months following Sofar’s shipment of the Product(s) to you, whichever is sooner. The Remote Access Package shall terminate one year after it begins, or earlier depending on your use.

6. INTELLECTUAL PROPERTY.
6.1. Software License. Each Product is subject to Sofar’s then-current Terms of Use available at https://www.sofarocean.com/legal/terms-of-use, which is incorporated herein by reference. All Products offered by Sofar contain or consist of software; such software is licensed to you, not sold, and only in accordance with the Terms of Use. You agree to abide by the Terms of Use governing such software.

6.2. Feedback. Any suggestions, comments, feedback or suggestions which you provide to Sofar hereunder will collectively be known as “Feedback”. You hereby grant Sofar a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Sofar’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Products.

6.3. Ownership; Reservation Of Rights. Sofar reserves and exclusively owns, and shall reserve and exclusively own, all rights, title and interest, including all intellectual property rights, in and to the Products, Modifications, Professional Services and any software programs, tools.

Payments are to be made in U.S. dollars, free of any restrictions. Payment is due in advance unless otherwise stated on the Order, and no product will be shipped unless Sofar has received payment in full. You hereby agree to pay the fees specified on your Invoice without reduction, offsetting, and agree that your payment obligations cannot be conditioned upon the Product(s) or Professional Services meeting any acceptance testing procedures. When you make a payment by credit card, Sofar’s third-party payment service provider will collect your credit card details and charge your credit card in connection with the order, and you agree to make all applicable payments in connection with any order placed by you. You agree to promptly reimburse Sofar for all out of pocket expenses incurred in connection with providing the Professional Services and Support Services. Any Invoice not paid within thirty (30) days from receipt will accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is lower. You will reimburse Sofar for all reasonable costs and expenses incurred (including without limitation attorneys’ fees) in collecting any late payments or interest.

9. TAXES. You are solely responsible for paying or reimbursing Sofar for all taxes incurred or due hereunder, or for providing Sofar with a tax exemption certificate acceptable to applicable taxing authorities.

10. SHIPMENT. Sofar will charge you for shipping and handling charges in accordance with Sofar’s policies at the time of purchase. Products shall be shipped DAP (Incoterms 2010), with shipping and handling costs pre-paid and added to the purchase price. Title to hardware and all risk of loss passes to you upon delivery at the agreed upon destination point. Title to software remains with Sofar at all times.

11. IMPORTER OF RECORD. You shall be the importer of record and are responsible for fulfilling quota terms, obtaining import licenses, paying import license or permit fees, duties and customs fees, and any other governmental or import taxes or fees, and preparing and submitting all required documentation in connection with importing the Product(s).

13. USE OF PRODUCT. You shall ensure that your use of the Product(s) is in compliance with all local, state, national and international laws, and shall secure all necessary permits or permissions required for your use of the Product(s), such as for deploying or operating the Product(s) in the marine environment and complying with relevant environmental regulations.

14. CHANGES TO ORDER; CANCELLATION. Any cancellation of a purchase is subject to Sofar’s refund policy available at https://www.sofarocean.com/legal/return-policy.

15. WARRANTIES; DISCLAIMER.

15.1 Limited Warranties. Sofar warrants that any hardware Product(s) purchased by you will substantially conform to Sofar’s published specifications for such Product for six (6) months from the date of shipment. The software warranty (if any) is as set forth in Sofar’s Terms of Use. Superficial or cosmetic damages which do not affect Product performance or operation, or any Product that is damaged, abused, modified, altered, not used or maintained in accordance with Sofar’s Standards of Use (https://www.sofarocean.com/legal/return-policy), or is missing its serial code, or returned in any manner that is not in compliance with Sofar’s then-current Return Policy, is not covered by this warranty. Sofar’s sole obligation under this express warranty shall be, at

17. EXPORT COMPLIANCE. You agree not to export, either directly or indirectly, any.