TERMS OF PURCHASE
Last Updated September 1, 2020
THESE TERMS OF PURCHASE (“AGREEMENT”) WILL GOVERN YOUR PURCHASE OF DENSITY HARDWARE AND DENSITY SUBSCRIPTIONS (BOTH DEFINED BELOW) AND IS ENTERED INTO BETWEEN DENSITY INC. (“DENSITY”) AND THE BUSINESS YOU REPRESENT (“CUSTOMER”). THIS AGREEMENT TAKES EFFECT WHEN YOU AGREE TO THE TERMS OF THIS AGREEMENT. YOU MAY SHOW YOUR AGREEMENT TO AND ACCEPTANCE OF THESE TERMS BY EITHER EXECUTING AN ORDER FORM OR STATEMENT OF WORK REFERENCING THIS AGREEMENT, CLICKING THE CHECK BOX LINKING TO THIS AGREEMENT, OR OTHERWISE ACCESSING OR USING THE SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY AND ARE AUTHORIZED TO BIND THE CUSTOMER TO THIS AGREEMENT. NO TERMS OR CONDITIONS SET FORTH IN ANY CUSTOMER ORDER FORM, TO WHICH NOTICE OF OBJECTION IS HEREBY GIVEN, OR IN ANY FUTURE CORRESPONDENCE BETWEEN CUSTOMER AND DENSITY WILL ALTER OR SUPPLEMENT THIS AGREEMENT UNLESS BOTH PARTIES HAVE AGREED IN WRITING TO MODIFY THIS AGREEMENT. NEITHER DENSITY’S COMMENCEMENT OF PERFORMANCE NOR DELIVERY WILL BE DEEMED OR CONSTRUED AS ACCEPTANCE OF CUSTOMER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS.
1.1 “Density Hardware” means any device ordered by Customer from Density hereunder.
1.2 “Density Products” means, collectively, the Density Hardware and the Density Subscriptions.
1.3 “Density Subscriptions” means those subscriptions to Density services ordered by Customer from Density hereunder.
2.1 Sale of Density Hardware. Subject to the terms and conditions of this Agreement, Density hereby sells to Customer the ordered Density Hardware. The Density Hardware is sold to Customer solely for use by Customer in connection with Density Subscriptions.
2.2 Sale of Density Subscriptions. Density Subscriptions are sold on a monthly, annual or other specified period (each, a “Subscription Term”). The initial Subscription Term starts when Customer purchases the Density Subscription. If Customer and Density have signed an order for Density Subscriptions, the Subscription Term will renew according to the terms of such order. If Customer has purchased the Density Subscriptions through a different method, the Subscription Term will automatically renew for successive periods of the same length as the initial Subscription Term.
2.3 Acceptance. Density reserves the right to accept or reject orders, in whole or in part, in its sole discretion, or to cancel any order previously accepted if Density determines that Customer is in default, Customer is in a location where Density cannot provide Density Products, or otherwise.
2.4 Fulfillment of Orders and Invoicing. Density will use commercially reasonable efforts to fill orders by Customer promptly upon acceptance by Density. Density retains the right to fulfill orders in part, based upon a Density-approved schedule. Any Customer requests for partial fulfillment are subject to approval by Density. Density will not be liable for any failure to deliver Density Products by any particular date or if the specified Density Product has not been commercially released.
2.5 Shipment Terms. All Density Hardware delivered pursuant to this Agreement will be suitably packed for shipment in Density’s standard shipping cartons, marked for shipment, and delivered to Customer or its carrier agent EXW (Incoterms 2010) Density’s facility, at which time title and risk of loss will pass to Customer. Density will select the carrier, unless the carrier chosen by Density will not fulfill the delivery, in which case Customer’s choice of substitute carrier is subject to Density approval. Customer will pay all freight, insurance, and other shipping expenses, as well as any special packing
3.1 Prices and Fees. The price of the Density Hardware and the fees for the Density Subscriptions are set forth on the signed order form or on the order confirmation page prior to finalizing the purchase. Customer agrees to pay Density the amounts indicated for the Density Hardware and Density Subscriptions Customer selects. The price of the Density Hardware will be charged to the Payment Method (defined below) upon checkout, and the cost of freight, insurance, and other shipping expenses, as well as any special packing expense, will be charged to the Payment Method upon shipment. The fees for the Density Subscriptions will be charged to the Payment Method upon checkout and will cover fees for the initial Subscription Term. If the Subscription Term renews, the fees for any renewal Subscription Terms will be the then-current fee applicable to the Density Subscriptions and will be charged to the payment method upon renewal, unless otherwise agreed in writing between Customer and Density. Customer authorizes Density to charge the Payment Method for the prices and fees described above. Customer may upgrade, downgrade or cancel the selected Density Subscription plan at any time. Plan downgrades or cancellations will take effect only at the end of the then-current Subscription Term and must be made at least 3 business days prior to the next renewal of the Subscription Term (if any) in order to avoid billing of the next renewal Subscription Term’s fees at the prior rate. Customer will not receive a refund or credit for the remainder of the Subscription Term in the event of any downgrade or cancellation during a Subscription Term. Density Subscription upgrades will take effect immediately and Customer will be charged a prorated fee for the remainder of the then-current term based on the difference in price between the current plan and the upgraded plan. Stated fees do not include any related taxes, duties and similar charges (including without limitation sales and use taxes, duties or other governmental taxes or fees), all of which are Customer’s responsibility and will be charged to Customer’s Payment Method in addition to the fees.
3.2 Payment Method. Density may, from time to time, offer various payment methods, including without limitation payment by credit card, by debit card, by certain mobile payment providers or by using PayPal. Customer authorizes Density to charge Customer for Density Products through the payment method selected by Customer when purchasing the Density Products (the “Payment Method”) and Customer agrees to make payment using such Payment Method(s). Density may, from time to time, receive and use updated payment method information provided by Customer or that financial institutions or payment processors may provide to Density to update information related to the Payment Method(s), such as updated expiration dates or account numbers. Certain Payment Methods, such as credit cards and debit cards, may involve agreements between Customer and the financial institution, credit card issuer or other provider of the chosen Payment Methods (the “Payment Method Provider”). If Density does not receive payment from the Payment Method Provider, Customer agrees to directly pay all amounts due upon demand from Density. Customer’s non-termination or continued use of the Density Subscriptions reaffirms that Density is authorized to charge the Payment Method for each renewal Subscription Term.
3.3 Current Information Required. Customer agrees to provide current, complete and accurate billing information and agrees to promptly update all such information (such as changes in billing address, credit card number or credit card expiration date) as necessary for the processing of all payments that are due to Density. Customer agrees to promptly notify Density if the selected Payment Method is canceled (for example, due to loss or theft) or if Customer becomes aware of a potential breach of security related to any Payment Method. If Customer fails to provide any of the foregoing information, Customer acknowledges that its current Payment Method may continue to be charged for Density Products and it remains responsible for all such charges.
3.4 Payment Matters. If the Payment Method fails or Customer’s account is past due, Density reserves the right to withhold shipment of Density Hardware and to either suspend or terminate Customer’s use of the Density Subscriptions. Customer agrees to submit any disputes regarding any charge to its account in writing to Density within 60 days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Customer agrees to reimburse Density for all collection costs. Density reserves the right to charge Customer interest at a rate of 1.5% per month on any overdue amounts, or the maximum rate permitted by applicable law, whichever is lower. All fees and charges are nonrefundable and there are no refunds or credits for shipped Density Hardware or any partially used Subscription Terms except (a) as expressly set forth in this Agreement or a separate written agreement between Density and Customer; (b) as otherwise required by applicable law; or (c) at Density’s sole and absolute discretion. All prices for Density Products are subject to change without notice.
4. TERMS OF SERVICE
4.1 Subscription Term. Subscription Term will start, renew and end according to the terms outlined above. The Subscription Term is also subject to termination according to the Density Terms of Service.
4.2 Terms of Service. The Density Subscriptions and Density Hardware are further subject to the terms of the Density Terms of Service, which is incorporated into and made a part of this Agreement. Density Hardware is sold with the warranty set forth in the Density Terms of Service. Sections 8, 9, and 10.1-10.13 of the Density Terms of Service apply to this Agreement as if set forth herein.
4.3 Entire Agreement. This Agreement, together with the Density Terms of Service and Density Data Processing Agreement, is the final and complete expression of the agreement between these parties regarding the Density Products. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Density has any authority to bind Density with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.
4.4 Updates to this Agreement. From time to time, Density may change, modify, add, or remove portions of this Agreement (each an “Update”), and reserves the right to do so in its sole discretion. If Density Updates this Agreement, it will make the Updated Agreement available here, and the Updated Agreement will indicate the date of the latest revision. Customer is encouraged to review this Agreement periodically for changes. In the event that Updates to this Agreement materially alter Customer’s rights or obligations hereunder, Density will make reasonable efforts to notify Customer of the Updates. For example, Density may send a message to Customer’s email address that is currently associated with its Density account or generate a pop-up or similar notification when Customer accesses its Density account for the first time after such material changes are made. All Updated Agreements automatically take effect 30 days after they are posted, except that (i) disputes between Customer and Density will be governed by the version of this Agreement that was in effect on the date the dispute arose and (ii) unless specifically agreed otherwise, if Customer does not agree with any changes to this Agreement, Customer may terminate this Agreement as set forth above. Customer’s continued access to or use of the Services after an Updated Agreement has become effective indicates that Customer has read, understood and agreed to the current version of this Agreement.