Terms of Purchase

ORIGINS TECHNOLOGY LTD.

TERMS OF PURCHASE

THESE TERMS OF PURCHASE (“AGREEMENT”) WILL GOVERN YOUR PURCHASE OF KAITERRA HARDWARE AND KAITERRA SUBSCRIPTIONS (BOTH DEFINED BELOW) AND IS ENTERED INTO BETWEEN ORIGINS TECHNOLOGY LTD. (“KAITERRA”) 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 KAITERRA WILL ALTER OR SUPPLEMENT THIS AGREEMENT UNLESS BOTH PARTIES HAVE AGREED IN WRITING TO MODIFY THIS AGREEMENT. NEITHER KAITERRA’S COMMENCEMENT OF PERFORMANCE NOR DELIVERY WILL BE DEEMED OR CONSTRUED AS ACCEPTANCE OF CUSTOMER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS.

1. DEFINITIONS

1.1 “Kaiterra Hardware” means any device ordered by Customer from Kaiterra hereunder. 

1.2 “Kaiterra Products” means, collectively, the Kaiterra Hardware and the Kaiterra Subscriptions.

1.3 “Kaiterra Subscriptions” means those subscriptions to Kaiterra services ordered by Customer from Kaiterra hereunder.

2. SALES

2.1 Sale of Kaiterra Hardware. Subject to the terms and conditions of this Agreement, Kaiterra hereby sells to Customer the ordered Kaiterra Hardware. The Kaiterra Hardware is sold to Customer solely for use by Customer in connection with Kaiterra Subscriptions. 

2.2 Sale of Kaiterra Subscriptions. Kaiterra Subscriptions are sold on an annual or other specified period (each, a “Subscription Term”). The initial Subscription Term starts when Customer purchases the Kaiterra Subscription. If Customer and Kaiterra have signed an order for Kaiterra Subscriptions, the Subscription Term will renew according to the terms of such order. If Customer has purchased the Kaiterra 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. Kaiterra 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 Kaiterra determines that Customer is in default, Customer is in a location where Kaiterra cannot provide Kaiterra Products, or otherwise. 

2.4 Fulfillment of Orders and Invoicing. Kaiterra will use commercially reasonable efforts to fill orders by Customer promptly upon acceptance by Kaiterra. Kaiterra retains the right to fulfill orders in part, based upon a Kaiterra-approved schedule. Any Customer requests for partial fulfillment are subject to approval by Kaiterra. Kaiterra will not be liable for any failure to deliver Kaiterra Products by any particular date or if the specified Kaiterra Product has not been commercially released. 

2.5 Shipment Terms. Unless otherwise set forth herein or in the applicable order form, all Kaiterra Hardware delivered pursuant to this Agreement will be suitably packed for shipment in Kaiterra’s standard shipping cartons, marked for shipment, and delivered to Customer or its carrier agent EXW (Incoterms 2010) Kaiterra’s facility, at which time title and risk of loss will pass to Customer. Kaiterra will select the carrier, unless the carrier chosen by Kaiterra will not fulfill the delivery, in which case Customer’s choice of substitute carrier is subject to Kaiterra approval. Unless otherwise set forth herein or in the applicable order form, Customer will pay all freight, insurance, and other shipping expenses, as well as any special packing.

3. PAYMENTS

3.1 Prices and Fees. Customer’s payment and billing terms are set forth in the order form or on the order confirmation page prior to finalizing the purchase. Unless otherwise set forth herein or in the applicable order form, all payments made to Kaiterra under an order form are non-refundable. Customer agrees to pay Kaiterra the amounts indicated for the Kaiterra Hardware and Kaiterra Subscriptions Customer selects. The price of the Kaiterra 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 Kaiterra 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 Kaiterra Subscriptions,  and will be charged to the Payment Method (defined below)payment method upon renewal, unless otherwise agreed in writing between Customer and Kaiterra. Customer authorizes Kaiterra to charge the Payment Method (defined below) for the prices and fees described above. Customer may upgrade, downgrade or cancel the selected Kaiterra 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 30 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. Kaiterra 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. Unless otherwise indicated, 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. Customer’s non-termination or continued use of the Kaiterra Subscriptions reaffirms that Kaiterra is authorized to bill Customer for each renewal Subscription Term.

3.2 Payment Method. Kaiterra 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 Kaiterra to charge Customer for Kaiterra Products through the payment method selected by Customer when purchasing the Kaiterra Products (the “Payment Method”) and Customer agrees to make payment using such Payment Method(s). Kaiterra 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 Kaiterra 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 Kaiterra does not receive payment from the Payment Method Provider, Customer agrees to directly pay all amounts due upon demand from Kaiterra. Customer’s non-termination or continued use of the Kaiterra Subscriptions reaffirms that Kaiterra 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 Kaiterra. Customer agrees to promptly notify Kaiterra 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 Kaiterra 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, Kaiterra reserves the right to withhold shipment of Kaiterra Hardware and to either suspend or terminate Customer’s use of the Kaiterra Subscriptions. Customer agrees to submit any disputes regarding any charge to its account in writing to Kaiterra 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 Kaiterra for all collection costs. Kaiterra 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 Kaiterra Hardware or any partially used Subscription Terms except (a) as expressly set forth in this Agreement or a separate written agreement between Kaiterra and Customer; (b) as otherwise required by applicable law; or (c) at Kaiterra’s sole and absolute discretion. All prices for Kaiterra 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 Kaiterra Terms of Service located at https://www.kaiterra.com/legal/terms-of-service (the "Kaiterra Terms of Service").

4.2 Terms of Service. The Kaiterra Subscriptions and Kaiterra Hardware are further subject to the terms of the Kaiterra Terms of Service, which is incorporated into and made a part of this Agreement. Kaiterra Hardware is sold with the warranty set forth in the Kaiterra Terms of Service. Sections 8, 9, and 10.1-10.13 of the Kaiterra Terms of Service apply to this Agreement as if set forth herein.

4.3 Entire Agreement. This Agreement, together with the Kaiterra Terms of Service and Kaiterra Data Processing Agreement, is the final and complete expression of the agreement between these parties regarding the Kaiterra 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 Kaiterra has any authority to bind Kaiterra 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, Kaiterra 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 Kaiterra 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, Kaiterra will make reasonable efforts to notify Customer of the Updates. For example, Kaiterra may send a message to Customer’s email address that is currently associated with its Kaiterra account or generate a pop-up or similar notification when Customer accesses its Kaiterra 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 Kaiterra 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.