Enterprise Master Service Agreement
MASTER SERVICES AGREEMENT
October 16, 2023
This Master Services Agreement (“Agreement”) is entered into as of ____________________ (“Effective Date”) by and between Lubn, Inc., with its principal place of business at 12400 SE 38th St. #50434, Bellevue, WA 98015 (“Lubn”) and __________________________, with its principal place of business at _________________________________________ (“Customer”) (each, a “Party” and together, the “Parties”). This Agreement governs Customer’s use of the Service and Hardware, each as defined below.
1.1 Order Submission by Customer. Customer will order Hardware and Services by submitting to Lubn written purchase orders or by accepting the invoices that set forth the details for the ordered Hardware (i.e., type and quantity ordered, delivery destination) and Services (“Orders”). No later than 5 business days after receipt of an Order, Lubn will advise Customer in a written or electronic notice whether it has accepted the Order or it is requesting a modification to the Order (“Change Order”). Lubn reserves the right to accept Orders in its reasonable discretion or to cancel any Order previously accepted if Lubn determines that Customer is in default. If Lubn submits a Change Order to Customer, the original Order will be void and of no further effect and Customer will have 5 business days from receipt of the Change Order to accept in writing the terms of the Change Order. If Customer does not respond in writing to the Change Order within the 5 business day period, the Change Order will be deemed rejected by Customer and Lubn will have no obligations under the Change Order.
2.1 Lubn Service. Subject to Customer’s ongoing compliance with this Agreement (including timely payment of Fees), Lubn hereby grants Customer a non-exclusive, non-transferable right, during the Order Term (as defined in Section 5) to use Lubn’s web-based service as expressly identified on the Order (the “Service”). “Order” means each mutually accepted order form duly executed by the Parties pursuant to this Agreement. Lubn will use commercially reasonable efforts to make the Service available to Customer and perform in accordance with the service levels set forth in Exhibit B, as may be updated from time to time by Lubn (“SLA”).
2.2 Hardware. Customer agrees to purchase from Lubn, and Lubn will deliver to Customer, the hardware described in the applicable Order (“Hardware”), in accordance with the terms set forth in this Agreement, including Exhibit A. Provided that Lubn delivers the Hardware to Customer, Customer will pay to Lubn the applicable Hardware Fees in accordance with Section 4.
2.3 Restrictions. Customer will not: (a) reverse engineer or otherwise attempt to derive source code or other trade secrets from the Service or any Hardware; (b) permit any unauthorized third party to access Service or any Hardware; (c) create derivate works based on the Service or any Hardware, except as otherwise expressly permitted herein; (d) copy, frame, or mirror any part or content of the Service, other than copying or framing on Customer’s own intranet for its internal business purposes; (e) use the Service or Hardware in violation of Lubn’s then-current published user manuals or similar documentation applicable to that Service or Hardware, as may be updated from time to time; or (f) access or use the Service or any Hardware to (i) build a competitive product or service, (ii) reproduce any features, functions, or graphics of the Service and any Hardware, or (iii) resell the Service.
2.4 No International Use. Hardware is intended for use within the United States. Lubn makes no representation that Hardware is appropriate or available for use outside of the United States, and Customer agrees not to use the Hardware outside of the United States.
2.5 Compliance with Laws. Customer will use the Service and Hardware in compliance with all applicable laws and regulations.
2.6 Additional Terms. This Agreement incorporates by reference the Lubn API Terms available at https://lubn.com/pages/api-license (the “API Terms”) and any other terms as Lubn may make available to Customer from time to time regarding Customer’s use of the Service and any Hardware (collectively, the “Additional Terms”). In the event of any conflict between this Agreement and the Additional Terms, this Agreement will control with respect to Customer’s use of the Service and any Hardware unless such Additional Terms specifically (and not generally) identifies the conflicting terms in this Agreement and explicitly states that such terms will not apply but will be superseded by the relevant provisions of those Additional Terms.
3.1 Customer’s Marks. Lubn may use Customer’s name, trademarks, tradenames, service marks, and logos, in its customer list in the same manner in which it uses the names of its other customers, including on its website and marketing materials. Customer grants to Lubn a non-exclusive, non-transferable, non-assignable, royalty-free license, without the right to grant sublicenses, to depict the Customer Marks for the foregoing purpose during the term of this Agreement.
3.2 Marketing and Publicity. During the term of this Agreement, Customer agrees to be a reference for Lubn, participate in a Lubn case study, and participate in a press release regarding the Service and Hardware, as follows: (a) Customer agrees to speak in good faith with media and/or Lubn customers or prospects from time to time about its use of the Service and Hardware, limited to a reasonable quantity and mutually agreed content; (b) Customer agrees to make appropriate personnel available to be interviewed for a Lubn case study that describes Customer’s successful deployment of the Service and Hardware, of which Lubn may publish without limitation with respect to quantity and form subject to Customer’s review and approval; and/or (c) Lubn may issue a press release in which Lubn announces that Customer is using the Service and Hardware, subject to Customer’s review and approval.
4.1 Fees. Customer will pay Lubn the non-refundable and non-recoupable fees (“Fees”) of the type, amount and in accordance with the payment schedule set forth in each Order, as applicable, which may include subscription fees for the Service (“Subscription Fees”) and hardware fees for the Hardware (“Hardware Fees”).
4.2 Payment Terms. Unless otherwise set forth in an Order, Lubn will invoice Customer: (a) for Hardware Fees upon execution of an Order; and (b) for Subscription Fees annually/monthly, 1 year/month in advance of the applicable year/month. All Fees must be paid by Customer immediately before shipping is processed or Subscription is activated. All payments hereunder will be made by credit card or ACH, or as otherwise specified on an Order.
4.3 Taxes. Other than net income taxes imposed on Lubn, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from this Agreement.
- TERM AND TERMINATION.
5.1 Term. This Agreement will start on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will continue until the last to expire or terminate Order hereunder (the “Term”). Each Order will start on such Order effective date (the “Order Effective Date”), and unless terminated earlier in accordance with the terms of this Agreement, will continue until either party provides written notice of non-renewal at least 60 days before the expiration of the Initial Service Term or Renewal Service Term, as applicable (the “Order Term”). For clarity, each Renewal Service Term will renew the Service only and no additional Hardware will be provided upon such Renewal Service Term unless otherwise agreed to in writing by the Parties.
5.2 Termination. Either Party may terminate this Agreement or one or more Orders if the other Party does not cure its material breach of this Agreement or the applicable Orders within 30 days of receiving written notice of the material breach from the non-breaching Party. Termination in accordance with this Section 5.2 will take effect when the breaching Party receives written notice of termination from the non-breaching Party, which notice must not be delivered until the breaching Party has failed to cure its material breach during the 30-day cure period. Notwithstanding the foregoing, Lubn may immediately terminate this Agreement upon notice to Customer if Lubn reasonably believes that Customer has violated Section 2.3, has attempted to assign or sublicense any right granted by this Agreement except as expressly permitted herein, or has otherwise taken any actions that threaten or challenge Lubn’s intellectual property rights, including rights in and to any Service or Hardware. Without limiting any other provision of this Section 5.2, if Customer fails to timely pay any fees, Lubn may, without limitation to any of its other rights or remedies, suspend access to the Service under all Orders until it receives all amounts due.
5.3 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (a) all outstanding Orders and access to the Service will automatically terminate; and (b) all outstanding payment obligations of Customer become due and payable immediately. The following provisions will survive the expiration or termination of this Agreement for any reason: Sections 2.3 (Restrictions), 5.3 (Effect of Termination), 6 (Confidentiality), 8 (Indemnification), 8.3 (Limitation of Liability), and 11 (General).
6.1 Definition. “Confidential Information” means: (a) any information disclosed, directly or indirectly, by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to this Agreement that is designated as “confidential,” or in some other manner to indicate its confidential nature; and (b) information otherwise reasonably expected to be treated in a confidential nature under the circumstances of disclosure or by the nature of the information itself. Without limiting the foregoing, the Service (including all technology constituting or used to provide the Service) is the Confidential Information of Lubn. The terms (but not the existence) of this Agreement is each party’s Confidential Information. However, Confidential Information does not include any information which: (i) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (ii) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (iii) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.
6.2 Use; Maintenance. Neither party will use the Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither party will disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of the other party, except to employees of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to a written obligation of confidentiality. Each party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other party, and will take at least those measures that it takes to protect its own most highly confidential information. A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party’s Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment. Lubn may list Customer as a customer in its promotional and marketing materials, including its website.
7.1 Ownership. As between Customer and Lubn, Lubn and its third-party suppliers will retain all right, title and interest, including all intellectual property rights, in and to the Service (including all technology constituting or used to provide the Service), and all modifications and enhancements to any of the foregoing. Except as expressly stated herein, nothing in this Agreement will be deemed to grant any license therein. Any sale of the Hardware hereunder to Customer will in no way be deemed to transfer to Customer any intellectual property rights with respect to such Hardware, including without limitation in any patents or patent applications, trademarks or copyrights of Lubn or its third-party suppliers, except as may be expressly stated in this Agreement. Customer hereby grants to Lubn and its affiliates a worldwide, irrevocable, perpetual, royalty-free license: (i) to exploit without restriction all feedback regarding the Service and the Hardware; (ii) to use log and other information related to Customer’s use of the Service (“Usage Data”) to improve Lubn’s products and services; and (iii) to use all data made available to Lubn by or on behalf of Customer to perform its obligations hereunder.
8.1 By Lubn. Lubn will: (a) defend, or at its option settle, any claim brought against Customer by a third party to the extent it alleges that Customer’s use of the Service as authorized in this Agreement constitutes a direct infringement of any U.S. copyright, patent, trademark, or trade secret of any third party; and (b) pay, subject to the limitations set forth in Section 10, damages awarded in a final judgment, (or amounts agreed in a monetary settlement), in any such claim defended by Lubn; provided that Customer provides Lubn: (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Lubn in connection with the defense or settlement of, any such claim. If any such claim is brought or threatened, Lubn may, at its sole option and expense: (w) procure for Customer the right to continue to use the applicable Service; (x) modify the Service to make it non-infringing; (y) replace the Service with non-infringing technology having substantially similar capabilities; or (z) if none of the foregoing is commercially practicable, terminate the applicable Order or this Agreement. Notwithstanding the foregoing, Lubn will have no liability to Customer for any claim arising out of or based upon the use of the Service in combination with software, products or services not provided by Lubn, or Customer’s failure to use the Service in accordance with this Agreement.
8.2 Disclaimer. SECTION 8 STATES THE ENTIRE LIABILITY OF LUBN, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY LUBN OR THE SERVICE OR ANY PART THEREOF.
8.3 By Customer. Notwithstanding anything to the contrary in Section 8, Customer will defend or, at its option, settle, any claim brought against Lubn arising out of or related to Customer’s use of the Service or Hardware or Customer’s breach of this Agreement, including Section 9.2, and Customer will pay damages finally awarded against Lubn (or the amount of any settlement Customer enters into) with respect to such claim defended by Customer; provided that Lubn provides Customer with: (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Lubn may appear, at its own expense, through counsel reasonably acceptable to Customer.
- WARRANTIES; DISCLAIMER.
9.1 By Lubn. Lubn represents and warrants that Lubn will provide the Service in accordance with the SLA. Lubn’s sole obligation and Customer’s sole remedy with regard to the foregoing warranty will be as set forth in the SLA. For the avoidance of doubt, and notwithstanding anything to the contrary, Customer will have no right to terminate this Agreement, or obtain monetary damages or injunctive relief, in the event of Lubn’s breach of the foregoing warranty. Customer and Lubn agree that the price offered to Customer by Lubn for the Service is a consideration in limiting Lubn’s obligations with respect to the Service. The foregoing warranty: (a) is made to Customer only, and is nontransferable, and (b) may only be modified or amended by a written instrument signed by a duly authorized officer of Lubn. Without limiting anything set forth above, Lubn’s sole obligation and Customer’s sole remedy with regard to any and all Hardware will be as set forth in Exhibit A.
9.2 By Customer. Customer represents and warrants that Customer’s use of the Service and any Hardware, as well as Customer’s services, products, materials, data, and information used by Customer in connection with this Agreement, do not and will not during the term of this Agreement, operate in any manner that would violate any applicable law or regulation, and do not and will not infringe any copyright, trade secret, privacy, publicity, or other rights of any third party.
9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LUBN HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICE IS PROVIDED TO CUSTOMER ON AN “AS IS” BASIS, AND LUBN MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE IS FIT FOR ANY INTENDED PURPOSE. LUBN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. LUBN’S REPAIR AND REPLACE OBLIGATIONS COVER NORMAL USE. LUBN IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY MISUSE, ABUSE, ACCIDENTS, VIRUSES, UNAUTHORIZED SERVICE OR PARTS, OR THE UNAUTHORIZED COMBINATION OF THE SERVICE WITH OTHER PRODUCTS.
LIMITATION OF LIABILITY.
10.1 Limitation of Liability. IN NO EVENT WILL LUBN BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LUBN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LUBN’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY ACTION BY LUBN FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN 12 MONTHS AFTER THE DATE THE CLAIM AROSE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.
10.2 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY LUBN TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
11.1 Assignment. Neither party may assign this Agreement nor any of its rights or obligations under this Agreement without the prior written consent of the other party, except that Lubn may assign this Agreement without the written consent of Customer as part of a corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
11.2 Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party will give the other party notice of such cause and will use its reasonable commercial efforts to correct such failure or delay in performance.
11.3 Governing Law. This Agreement will be governed by and construed under the laws of the State of Washington without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington, and the parties hereby agree and consent to the exclusive jurisdiction and venue of these courts.
11.4 Miscellaneous. This Agreement (together with the Exhibits and Orders hereto) is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. The following order of precedence will apply: this Agreement, Exhibits, Order. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of Lubn to object to such terms. Any ambiguity in this Agreement will be interpreted equitably without regard to which party drafted hereof. This Agreement may only be amended by a writing signed by both parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Any required notice will be given in writing by customary means with receipt confirmed at the address of each party set forth above, or to such other address as either party may substitute by written notice to the other. Notices will be deemed to have been given at the time of actual delivery in person, 1 day after delivery to an overnight courier service, or 3 days after deposit in the mail. The relationship between the parties will be that of independent contractors. Lubn may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party will not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void will be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Customer agrees to comply with all applicable export control laws and regulations related to its use of the Service and any Hardware.
11.5 Notice Regarding Apple. This Section 11.5 applies to the extent that the Customer uses the Service on a mobile application on an iOS device. Customer acknowledges that this Agreement is between Customer and Lubn only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, Customer may notify Apple and Apple will refund any applicable purchase price for the mobile application to Customer; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by Customer or any third party relating to the Service or Customer’s possession or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim that the Service or Customer’s possession and use of the Service infringes a third party’s intellectual property rights. Customer agrees to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third party beneficiary of this Agreement. Customer hereby represents and warrants that: (a) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
This Hardware Addendum is incorporated into and forms a part of the Master Services Agreement between Lubn and Customer. Capitalized terms herein will have the meaning set forth in the Agreement.
- Delivery; Transfer of Title. Lubn will notify Customer by email to the email address provided on the applicable Order once Hardware is shipped. Delivery will be made to the shipping address specified by Customer in the applicable Order. Lubn retains title to all Hardware until Lubn receives full payment for the Hardware. Title to any Firmware (as defined below) remains with the applicable licensor.
- Limited License. The Hardware may consist of or contain certain embedded software and/or documentation (“Firmware”). If any such Firmware is proprietary to Lubn, then Lubn hereby grants to Customer a limited, non-exclusive, non-transferable license under Lubn’s intellectual property rights in and to such Lubn Firmware, to use such Firmware during the Order Term solely as may be necessary for Customer to use the Hardware in accordance with the terms of the Agreement.
- Intellectual Property. Except for the limited license granted above, this Addendum and the sale of the Hardware hereunder to Customer will in no way be deemed to transfer to Customer any intellectual property rights, including without limitation in any patents or patent applications, trademarks or copyrights of Lubn or its third-party suppliers. Lubn retains for itself and its third-party suppliers, as applicable, all intellectual property rights in and to the Hardware, including without limitation all designs, engineering details and other data and materials pertaining to the Hardware and to all discoveries, inventions, patents and other proprietary and intellectual property rights arising out of the work done by Lubn or its third-party suppliers in connection with the Hardware, including the sole right to manufacture any and all such Hardware.
- Use and Operation; Marking. Customer will only use and operate the Hardware in the ordinary conduct of its business by qualified employees of Customer and in accordance with all applicable specifications, all applicable operating instructions, and applicable governmental laws, rules and regulations. Customer will not without written authorization make any modifications, additions or improvements to any Hardware. Customer will not remove, modify, alter, destroy, or obscure any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends or other notices or markings on the Hardware.
- Inspection. Customer will inspect all Hardware upon receipt and such Hardware will be deemed accepted by Customer unless written notice of rejection for nonconforming or defective Hardware is received by Lubn within 14 days after Customer’s receipt of shipment (“Notice of Rejection”). A Notice of Rejection must specify the applicable Order number, type and quantity of the Hardware, the exact nature of the nonconformity or defect, and any other details as may be reasonably requested by Lubn. All claims by Customer for receipt of nonconforming or defective Hardware must be made in writing to Lubn within 14 days after receipt of shipment (“Notice Period”) or such claims will be waived and forever barred. Lubn will review properly submitted Notices of Rejection, and may, in its sole discretion, authorize a return of the Hardware in accordance Lubn’s return and RMA policies described in Section 7, below.
Limited Warranty. Lubn warrants to Customer that the Hardware, as delivered, will be free from defects in materials and workmanship for a period of one (2) years from the date such product is delivered to Customer (the “Warranty Period”). Lubn’s sole liability and Customer’s exclusive remedy for Hardware that fails to conform to the foregoing limited warranty (the “Nonconforming Hardware”) is limited to repair or replacement of such Nonconforming Hardware, at Lubn’s sole option and election (the “Limited Warranty”). The warranty for the repaired or replaced Hardware is limited to the scope and duration of the original warranty for the Hardware. This warranty is contingent upon proper use of the Hardware in the application for which it was intended, as may be determined in Lubn’s sole discretion.
This Limited Warranty does not apply: (a) to consumable parts, such as batteries, key storage component, pins, keychains, or protective coatings that are designed to diminish over time; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports unless failure has occurred due to a defect in materials or workmanship; (c) to damage caused by use with a third party component; (d) to damage caused by accident, abuse, misuse, fire, earthquake, lighting, power surges, flood, excessive moisture or other external cause; (e) to damage caused by operating the Hardware outside Lubn’s published guidelines; (f) to damage caused by service performed by anyone who is not a representative of Lubn; (g) to a Hardware that has been modified to alter functionality or capability; (h) to defects caused by normal wear and tear or otherwise due to the normal aging of the Hardware; (i) if any serial number has been removed or defaced from the Hardware; (j) if Lubn receives information from relevant public authorities that the Hardware has been stolen; or (k) if the Hardware has been used outside of United States.
The above limited warranty is for Customer’s benefit only, and is non-transferable. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, LUBN MAKES NO WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE HARDWARE. LUBN SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE HARDWARE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7.1 Request for Return. Hardware may not be returned to Lubn without first obtaining Lubn’s consent, which may be withheld in Lubn’s sole discretion. Customer may request a return authorization from Lubn by: (i) sending Lubn a Notice of Rejection in accordance with the terms of Section 5; or (ii) following the applicable Notice Period, filing a request for return with Lubn for any Nonconforming Hardware (as defined above) (“RMA”). The RMA must specify the applicable Order number, type and quantity of the Hardware, the exact nature of the nonconformity or defect, and any other details as Lubn may reasonably request. If return authorization is granted by Lubn, the Hardware will be returned in Lubn’s original packaging materials to the address specified by Lubn. If original packaging materials are no longer available, Customer will contact Lubn for packaging instructions.
7.2 Repair and Replacement. ALL HARDWARE RETURNS MUST BE IN ACCORDANCE WITH SECTION 7.1. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY NONCONFORMING HARDWARE WILL BE IN ACCORDANCE WITH THE LIMITED WARRANTY SET FORTH IN SECTION 6. Such remedy is available only if Lubn’s examination of the returned Hardware discloses to Lubn’s reasonable satisfaction that the Hardware constitutes Nonconforming Hardware (as defined above) and has not otherwise been repaired or altered by persons not authorized by Lubn, subject to misuse, negligence or accident, or connected, installed, used or adjusted otherwise than in accordance with the applicable specifications. If it is found that any Hardware has been returned which is not in breach of the Limited Warranty set forth in Section 6, Customer will be notified and such Hardware will be returned at Customer’s expense. In addition, a charge for testing and examination may, in Lubn’s sole discretion, be made for any returned Hardware.
8.1 Cancellations. Customer may not cancel an order, and Customer cannot return Hardware to Lubn for credit or refund, without prior written approval from an authorized representative of Lubn. Lubn may, from time to time in its sole discretion: (i) discontinue or limit its production of any Hardware; (ii) allocate, terminate or limit deliveries of any Hardware in times of shortage; and (iii) modify the design of, specifications for, or construction of any Hardware, provided the modification has equivalent form, fit and function. Lubn may recall any or all Hardware upon thirty (30) days written notice to Customer and the Customer may return any or all Hardware upon a like notice to Lubn.
8.2 Force Majeure. Lubn will be excused from any obligation hereunder to the extent performance thereof is rendered impossible by acts of God, fire, flood, riots, material shortages, strikes, governmental acts, disasters, earthquakes, inability to obtain labor or materials through its regular sources, or any other reason beyond the reasonable control of Lubn.
8.3 Export. None of the Hardware or underlying information or technology may be exported or re-exported, directly or indirectly, contrary to US law or US Government export controls.
- White labeled visitor itineraries
- White labeled self-scheduling booking page
- A Thirty minute online training session for onboarding new managers upon request.
- Priority for online customer service (Mon to Fri 8~4 PST)
- Customer service responses via email within 24 hours
- Priority for piloting beta hardware and software features before they are publicly available