HaptX Order and Sale Terms

Last Updated: January 5, 2024

These Order and Sale Terms (“Terms”) apply to all orders and purchase orders for purchases (“Orders”) you submit to HaptX, Inc. (“HaptX”, “we”, “us”, or “our”) for haptic gloves and other hardware devices, accessories, supplies, and services acquired through HaptX (each, a “Product”).

These Terms contain a mandatory arbitration provision and class action waiver. If you accept these Terms, you and HaptX agree to resolve most disputes only in individual binding arbitration and not as part of a class action (see Section 16 for more information). If you do not agree to these Terms, do not submit an Order or purchase order.

1. Privacy

For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.

2. Eligibility

You may only submit Orders for business purposes and not for any personal, family or household purposes. To submit an Order, you must be at least 18 years of age. Additionally, you must not be or be acting on behalf of any person or entity that is (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users. By submitting an Order, you represent and warrant that you meet the foregoing eligibility requirements.

If you submit an Order on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

3. Order of Acceptance

Each Order you submit for a Product constitutes an offer to purchase that Product. Submitted Orders are subject to HaptX’s acceptance and may be rejected at any time and for any reason at HaptX’s sole discretion. If we reject your offer, we will, as your sole and exclusive remedy and our sole and exclusive liability, refund the amount you paid. We will send you an email to the email address you provided to indicate whether your Order has been rejected or, subject to these Terms, accepted. If you have any questions, comments, or concerns regarding our Order acceptance policy, or if you believe that your Order was rejected in error, please contact us at contact@haptx.com.

(a)
Required Information.
When you place an Order, you must provide HaptX with complete and accurate shipping and payment information. If your information changes, you must contact HaptX immediately and provide updated information. By placing an Order, you represent to us that you are authorized to use the payment information provided to pay for the Product and that the payment information you provided is complete and accurate.

4. Refunds

If you request a refund at any time before we accept your Order, we will refund the full amount you paid. Once we have accepted your Order, the policy in the foregoing sentence no longer applies. After that point, refunds will only be provided as stated in these Terms and in our Limited Warranties. For further information on our Limited Warranties, please see Section 11 of these Terms.

5. ALL SALES ARE FINAL

Unless required by law, HaptX does not offer refunds on any Product. Transactions processed by an Authorized Reseller are subject to the Authorized Reseller’s refund policy. Please contact your Authorized Reseller for more information.

6. Shipping, Taxes and Delay

Any shipping date provided by HaptX is an estimate only. You are required to pay all shipping charges and sales tax for the location of the shipping address you provide. You must also pay all tariff, import, customs, tax, and other charges applicable in your jurisdiction. If the shipping costs to or sales tax for the address you provide are higher than the shipping costs and/or taxes you paid at the time you submitted your Order, we may, in our sole discretion, require you to pay additional shipping fees or refund the full amount you paid.

7. Transfer of Risk and Title

HaptX will deliver all Products to you FCA (HaptX’s shipping dock in the United States of America), Incoterms (2020). This means that risk of loss of the Product passes to you on our delivery of the Product to the shipping dock and you are responsible for any loss or damage to the Product from that point on. Claims against a carrier for damage during shipping are your responsibility. We are under no obligation to refund or replace any Products damaged or lost during shipping.

8. Export and Import Control

You understand and acknowledge that Products may be subject to export control laws and other laws and regulations of the United States and other countries, and that if we ship a Product to you, the Product may be impounded or otherwise confiscated by customs or other authorities. You are responsible for ensuring compliance with all applicable export and import control laws and regulations. If licensing is required for the export or import of a Product, HaptX shall not be liable if any license or governmental approval is delayed, denied, revoked, restricted, or not renewed. You represent and warrant that you will not import, export, re-export, or transfer, directly or indirectly, any Product or component of a Product without obtaining proper authorization from the applicable government agencies. Without limiting the immediately preceding sentence, you may not import, export, re-export, or transfer directly or indirectly any Product or component of a Product to any destination for an end use that is prohibited by applicable law.

We are not liable to you in any way whatsoever for (a) the actions of any governmental authorities, including customs authorities; or (b) your failure to confirm and comply with any export rules and regulations. You will defend and hold us harmless against all claims, damages, or liability related to the foregoing.

9. Use of the Product

You represent and warrant that the Product you have Ordered is for your own use and not for resale and that you will only use the Product in accordance with any and all applicable laws, rules and regulations. You understand and agree that we may terminate the ability of the Product to access services hosted by HaptX if we discover or have a good faith reason to believe that you are using the Products in violation of any applicable laws, rules or regulations, or otherwise in violation of any applicable terms.

10. Intellectual Property

We and our licensors own all intellectual property rights embodied in or related to the Products and the related services. If we accept your Order, you will not acquire any interest or rights in our intellectual property, and your use of the Product will be subject to the Terms of Service and other additional license terms and restrictions that will be provided with the Product. If you do not agree to the additional terms, you may return the Product to us before using it, and we will refund the full amount you paid for the Product. We reserve all rights in and to the Product not granted expressly in these Terms or other additional license terms.

11. Warranty of the Product

Our limited warranty for the Products is located here. By placing an Order, you acknowledge and agree that you have reviewed the limited warranty for the Product and that you accept that limited warranty. If you do not agree with the warranty terms, do not place an Order or otherwise purchase the Product.

12. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless HaptX and our officers, directors, agents, partners and employees (individually and collectively, the “HaptX Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your placement of an Order, (b) your actual or alleged use of a Product; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your violation of any applicable law, rule or regulation. You agree to promptly notify HaptX Parties of any third-party Claims, cooperate with HaptX Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the HaptX Parties will have control of the defense or settlement, at HaptX’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and HaptX or the other HaptX Parties.

13. Disclaimers

Your use of our Products is at your sole risk. Except as otherwise provided in a writing by us, our Products are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, HaptX does not represent or warrant that our services related to the Products are accurate, complete, reliable, current or error-free. While HaptX attempts to make your use of the Product and related services safe, we cannot and do not represent or warrant that our Products, related services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Products and related services.

14. Limitation of Liability

To the fullest extent permitted by applicable law, HaptX and the other HaptX Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if HaptX or the other HaptX Parties have been advised of the possibility of such damages.

The total liability of HaptX and the other HaptX Parties for any claim arising out of or relating to these Terms or our Products, regardless of the form of the action, is limited to the greater of (i) $100 or (i) the amount you paid for the Product less any refunds that have been issued to you.

The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of HaptX or the other HaptX Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

15. Force Majeure

We will not be liable to you for any delay due to an event beyond our reasonable control, such as an act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, government action, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality reasonably outside of our control.

16. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND HAPTX TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND HAPTX FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND HAPTX AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. HAPTX AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

IF YOU ARE A CONSUMER, AS DEFINED BELOW, FOLLOW THE INSTRUCTIONS IN THIS SECTION IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

(a)
Informal Dispute Resolution Prior to Arbitration.
For any dispute or claim that you have against HaptX, that HaptX has against you or that you have, or HaptX has, in each case arising from, relating to, or stemming from these Terms, an Order, a Product, or any aspect of the relationship between you and HaptX as relates to these Terms, an Order, a Product, including any privacy or data security claims, (collectively, “Claims”, and each a “Claim”), you and HaptX agree to attempt to first resolve the Claim informally via the following process. If you assert a Claim against HaptX, you will first contact HaptX by sending a written notice of your Claim (“Claimant Notice”) to HaptX by certified mail addressed to HaptX Inc., ATTN: Legal Department, 6724 185th Ave NE, Suite 300, Redmond, WA 98052 USA, or by email to legal@haptx.com. The Claimant Notice must (i) include your name, address, email address, telephone number, and, if applicable, Order number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If HaptX asserts a Claim against you, HaptX will first contact you by sending a written notice of HaptX’s Claim (“HaptX Notice”), and each of a Claimant Notice and HaptX Notice, a “Notice”) to you via a contact method that you have provided to HaptX. The HaptX Notice must (i) include the name of a HaptX contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If you and HaptX cannot reach an agreement to resolve the Claim within thirty (30) days after you or HaptX receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or HaptX first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.

(b)
Claims Subject to Binding Arbitration; Exceptions.
Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or HaptX, including any disputes in which you or HaptX seek injunctive or other equitable relief for the alleged unlawful use of your or HaptX’s intellectual property or other infringement of your or HaptX’s intellectual property rights (“IP Claims”), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 16(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

(c)
Federal Arbitration Act.
These Terms affect interstate commerce, and the enforceability of this Section 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.

(d)
Arbitration Procedure.
All Claims must be submitted to the American Arbitration Association (“AAA”) and will be resolved through binding arbitration before one arbitrator. If you are not a consumer, the then-current version of AAA’s Commercial Arbitration Rules will apply, as amended by these Terms. For purposes of this Section 16, a “consumer” means a person in agreement to these Terms, placing an Order, or using a Product for personal, family, or household purposes and not for any business or commercial purpose. If you are a consumer, the then-current version of the AAA’s Consumer Arbitration Rules will apply, as modified by these Terms. Both sets of rules are available on the AAA’s website (adr.org).

(e)
One Year to Assert Claims.
To the extent permitted by law, any Claim by you or HaptX relating in any way to these Terms, an Order, a Product, or any aspect of the relationship between you and HaptX as relates to these Terms, an Order, or a Product, must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you and HaptX will not have the right to assert the Claim.

(f)
Opting Out of Arbitration.
If you are a consumer, you have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at legal@haptx.com or by certified mail addressed to HaptX Inc., ATTN: Legal Department, 6724 185th Ave NE, Suite 300, Redmond, WA 98052 USA. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16.

(g)
Severability.
If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.

(h)
Notwithstanding anything to the contrary in the Terms, if you are a consumer and reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 16 of the Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

17. Governing Law and Venue

Any Claims will be governed by and construed and enforced in accordance with the laws of the State of Washington, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 16, then the state and federal courts located in the King County, Washington, will have exclusive jurisdiction. You and HaptX waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

18. Severability

If any portion of these Terms other than Section 16 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.

19. Terms you Supply

No terms or conditions contained in any writing sent by you to HaptX or to any affiliate of HaptX (including any printed terms and conditions set forth on any order acknowledgment or invoice sent by you) shall have any application to or effect upon, or shall be deemed to constitute an amendment to or to be incorporated into, these Terms or otherwise be binding upon HaptX or any of its affiliates, unless these Terms shall be specifically amended to adopt such other terms and conditions by a written amendment signed by both you and HaptX.

20. Updating these Terms

We may make changes to these Terms at any time. The “Last Updated” date above indicates when these Terms were last changed. The version of the Terms you agreed to when placing an Order will continue to apply to that Order unless either: (i) the Terms are amended in a writing signed by both you and HaptX or (ii) you agree to have an updated version of these Terms apply to the Order. You are not required to accept any amended version of these Terms, but HaptX may, at its option, cancel all or part of any Order if you do not accept the updated Terms. If HaptX cancels any part of an Order under this Section 20, HaptX will refund any amount you have already paid to HaptX for the canceled portion of the Order.

21. Miscellaneous

These Terms constitute the entire agreement between you and HaptX relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties, including any prior version of these Terms you may have agreed to for a Product. The failure of HaptX to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms, in whole or in part, without your prior written consent. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.