Scope. These Beacon™ Care Plan Terms and Conditions (the “Plan”) govern certain supplemental services purchased by the named customer party to the Order Form pursuant to which this Plan is purchased (“Customer”) in connection with Customer’s purchase of Covered Products (as defined herein) pursuant to a certain Product and Software Order Form (each, an “Order Form”) executed by and between such Customer and Hirebotics, LLC, a Florida limited liability company (“Seller”), of which the Terms (as defined herein) and this Plan are a part and incorporated by reference. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms as set forth in those certain Hirebotics, LLC Terms and Conditions governing the purchase and sale of the Covered Products, as the same may be amended, restated, or otherwise modified from time to time (the “Terms”). The Terms, this Plan, the Order Form, and the Seller Documents (as defined in the Terms), are collectively referred to herein as the “Agreement”. The benefits and services offered under this Plan are additional to the limited warranty provided under the Terms, any complimentary technical support, and Customer’s rights under applicable law. This Plan is extended only to the Customer who originally purchased the Covered Products, and does not extend to any subsequent owner or other transferee of the Covered Products, and accordingly Customer may not sell, transfer, assign, subcontract, or delegate any of its rights under this Plan.
Covered Products. The supplemental services provided by Seller under this Plan as set forth in Section 6 hereof (the “Plan Services”) shall only cover and apply to the individual Cobot(s) purchased by Customer from Seller in new condition and designated for Plan coverage as set forth on the applicable Plan confirmation provided at the time of Customer’s purchase of this Plan or made available automatically thereafter in Customer’s Beacon™ app account (as indicated by such Cobot serial number(s) listed on the Plan confirmation in Customer’s Beacon™ app account), together with such Cobot Equipment sold by Seller to Customer that is physically connected, attached, or otherwise associated with such Cobot (collectively, the “Covered Products”). This Plan may be purchased by Customer for specified Covered Products simultaneously with Customer’s purchase of such Covered Products or at any time thereafter, and this Plan and the Plan Services shall apply to such previously purchased Covered Products.
Plan Fee.Customer shall pay to Seller the annual subscription price for this Plan as set forth in the Order Form (the “Plan Fee”), without offset or deduction upon the execution of the Order Form. Seller has no obligation under this Plan until payment in full of all Plan Fees have been received and deposited. Seller accepts paper check, ACH, or wire transfer payments.
Plan Term and Renewal.The initial term of this Plan begins on the Effective Date of the Order Form pursuant to which this Plan is purchased and will continue in effect, unless cancelled or terminated, for a period of one (1) year from such date (the “Plan Term”). Provided that (i) Customer is not in breach of the Agreement as of the end of the initial Plan Term or any successive Plan Term, and (ii) Customer has paid to Seller the annual Plan Fee for the next successive renewal Plan Term prior to the expiration of the then-current Plan Term, this Plan will automatically renew for successive one (1) year terms unless earlier cancelled or terminated pursuant to the terms hereof. Each renewal of the Plan Term will be at the original Plan Fee price, unless Customer is notified in advance of a price change in accordance with Section 10(e) of this Plan.
Cancellation; Termination.Customer may cancel this Plan at any time for any reason, provided that Customer shall not be entitled to any refund, pro rata or otherwise, of any previously paid annual Plan Fee. Seller may terminate this Plan immediately upon written notice to Customer if Customer fails to timely pay any Plan Fees, Service Fees, or otherwise breaches any term or condition of this Plan, the Terms, or any other term or condition of the Agreement or any other agreement between the Parties. Upon expiration, cancellation, or termination of this Plan, Customer shall have no further rights under this Plan, and Seller shall have no further obligation to provide Plan Services hereunder.
Plan Services. If during the Plan Term Customer submits a valid claim notifying Seller that a defect in materials and workmanship has arisen in the Covered Products supplied directly by Seller (and not by a third party supplier of Seller or otherwise) that are not Warranted Products covered by the limited warranty set forth in the Terms, Seller shall, at its option in its sole discretion, either (i) repair the defective or nonconforming portion(s) of the Covered Product at a repair service price equal to 50% of Seller’s then-current standard repair service charges for such defective or nonconforming portion(s) of the Covered Product (the “Repair Fees”), and if Seller elects at its option to repair the Covered Product, Seller shall deliver to Customer temporary substitute Products owned by Seller for the duration of Seller’s work to complete repair of the applicable Covered Product (a “Temporary Substitute Product”), or (ii) replace the defective or nonconforming portion(s) of the Covered Product at a price equal to 50% of Seller’s then-current pricing for such replacement Product (the “Replacement Fees”, and together with the Repair Fees, collectively, the “Service Fees”). The Plan Services shall not apply to consumable or expendablecomponents, including but not limited to contact tips, gas nozzles, liners, cables, casings and conduits, spatter discs, gas diffusers, collets, inlet guides,driverolls, or any other partsthatfaildueto normalwearandtear.Any componenttoany Covered Productthatis manufactured byathird party is not included in this Plan or the Plan Services andis warranted only to the extent of the third party’s warranty, and only the remedies, if any, provided by that third party shall apply. Seller, at its option, may also choose to subcontract repair or replacement work to a third party.All nonconforming Covered Products are subject to inspection by Seller or one or more of its contractors. This Plan shall be void and notapply to Covered Products that have (A) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Seller; (B) been reconstructed, repaired, modified, or altered by persons other than Seller or its authorized Representative; (C) been used with any parts other than Seller’s original parts, consumables, or accessories; (D) been powered by an incorrectpowersupply; or (E) been used without theisolatingmountplates or subjected such isolating mount plates to improper use. Seller will not provide Plan Services in the following circumstances: (1) to protect against normal wear and tear, or to repair cosmetic damage not affecting the functionality of the Covered Products; (2) to conduct preventative maintenance; (3) to replaced Covered Products that are lost or stolen; (4) to repair damage caused by a product that is not a Covered Product; or (5) to repair damage to a product that is not a Covered Product. Customer understands and acknowledges that all scheduled shipment dates and lead times are estimates only. In no event will Seller be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery.
Return of Temporary Substitute Product.Title to each Temporary Substitute Product shall remain vested in Seller as Seller’s sole and exclusive property, and Customer shall only be granted a limited, revocable license to use such Temporary Substitute Product in accordance with Customer’s obligations under the Terms for the duration of Seller’s work to complete repair of the applicable Covered Product. Within 5 business days following Customer’s receipt of delivery of such repaired Covered Products in accordance with clause (i) of the first sentence of Section 6, Customer shall return and ship such Temporary Substitute Product to Seller in good working order, undamaged condition, and properly packaged in its original packaging. Prior to shipment, Customer must receive approval from Seller regarding the method of transportation and provide pictures and other documented evidence requested by Seller verifying that the Temporary Substitute Products have been properly packaged. Customer must provide a tracking number to Seller via email indicating the pick-up time and date from Customer’s facility. If the returned Temporary Substitute Products are not shipped within such 5 business day period, a late charge of $500 per calendar day shall apply until the Temporary Substitute Product is picked up by the carrier, and such amounts shall be invoiced to Customer. Customer shall be liable for any damage or excessive wear and tear to the Temporary Substitute Products. The Customer is responsible for return shipping costs, and assumes risk of loss or damage to the returned equipment while in transit back to Seller.
Disclaimer of Other Warranties.Except with respect to the Plan Services set forth in Section 6, the Products, Services, Equipment, Covered Products, Temporary Substitute Products, and Seller IP incorporated therein are provided “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” and Seller hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Seller specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Seller makes no warranty of any kind that any Products, Services, or the Seller IP, or results of the use thereof, will meet Customer’s or any other Person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free. Any Product or component to any Product that is manufactured by a third party is warrantied only to the extent of the third party’s warranty, and only the remedies, if any, provided by that third party shall apply.
Limitations of Liability. In no event will Seller or any third-party contractor or agent of Seller be liable to Customer or any subsequent owner of the Covered Products under or in connection with this Plan under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether Seller was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. To the maximum extent permitted by applicable law, Seller’s liability to Customer and any subsequent owner of the Covered Products arising under this Plan shall not exceed the original price paid for the Plan.
In no event, regardless of cause, shall Seller be liable for the acts or omissions of Customer or third parties. In no event shall Seller be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery. Customer acknowledges and assumes all risks inherent in the operation, use, and possession of the Covered Products from the time the Covered Products are delivered to Customer. Customer agrees to take all necessary precautions to protect all persons and property from injury or damage from the Covered Products. Seller may, from time to time, respond to Customer’s questions relating to general welding advice, automation advice, and advice relating to use of the Covered Products. Seller, and its Representatives respond to the best of their ability based on information provided by Customer and any knowledge such personnel may have related to the Covered Products. However, Seller and its Representatives are not necessarily able to verify information provided by Customer nor are they able to fully evaluate engineering and/or manufacturing requirements of a given application of the Covered Products. Therefore, Seller does not warrant, guarantee, or assume any liability for any advice, consultation, or information provided to Customer by Seller or its Representatives; nor does any advice, consultation, or information provided by Seller or its Representatives change, expand, or create any warranty on the Covered Products. Customer is wholly and ultimately responsible for the design and creation of a particular application’s requirements including but not limited to design elements, weld types, sizes, counts, quality control, and fabrication methodology.
General Terms.
Entire Agreement. This Plan, together with the Terms, the Order Form, the Seller Documents, and any other documents incorporated herein by reference and all related exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Plan, the Seller Documents, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, the Order Form, (ii) second, the Terms, excluding its Exhibit; (iii) third, the Exhibit to the Terms; (iv) fourth, this Plan, (v) fifth, the Seller Documents, and (vi) sixth, any other documents incorporated herein by reference. No Order Form, purchase order, acknowledgment form, or other document issued by Customer shall be binding upon Seller until accepted by Seller in a signed writing. No terms and conditions in Customer purchase order, acknowledgement form, or other document issued by Customer which conflict with the conditions herein or increase Seller’s obligation hereunder shall be binding on Seller unless specifically identified and accepted in writing, executed by an officer of Seller. Accordingly, the terms of this Agreement shall prevail over any terms or conditions contained in any other documentation and expressly exclude any of Customer's general terms and conditions contained in any purchase order or other document issued by Customer. In the event of any conflict between the terms of this Agreement and the terms of any purchase order or any other document issued by Customer, the terms of this Agreement shall prevail.
Relationship of Parties. Nothing in this Plan creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between Customer and Seller. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third party.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), email (without notice of non-delivery) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in the Terms, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Force Majeure. In no event shall Seller be liable to Customer, or be deemed to have breached this Plan, for any failure or delay in performing its obligations under this Plan, if and to the extent such failure or delay is caused by any circumstances beyond Seller’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, pandemic, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Plan Changes. These Plan terms and conditions will remain in effect for the duration of the Plan Term and any renewal thereof, if applicable, unless Seller provides Customer sixty (60) days’ written notice of any amendment or change to the Plan terms and conditions. If Customer does not agree to such revised Plan terms and conditions, Customer may cancel the Plan without penalty. If Customer does not cancel the Plan within the sixty (60) day notice period described in this Section 10(e), Customer’s continued payment of the Plan Fee or request for service under the Plan after receiving notice of a change in the Plan terms and conditions, including with respect to a change in price or service fees, will be deemed consent by Customer to be bound by any such amended Plan terms and conditions.
Severability. If any provision of this Plan is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Plan or invalidate or render unenforceable such term or provision in any other jurisdiction.
Governing Law; Submission to Jurisdiction. This Plan is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action, or proceeding arising out of or related to this Plan will be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. In the event of any litigation action between the Parties concerning this Plan, the prevailing party shall be entitled, in addition to any awarded remedy, to collect from the other party all reasonable fees and expenses incurred in such action, including attorneys’ fees.
Waiver of Jury Trial. Customer and Seller each acknowledge and agree that any controversy that may arise under this Plan, including the Order Form, the Terms, and any Seller Documents or exhibits, schedules, attachments and appendices attached hereto or thereto, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Plan, including the Order Form, the Terms, and any Seller Documents, exhibits, schedules, attachments or appendices attached hereto or thereto, or the transactions contemplated hereby. Customer and Seller each certify and acknowledge that (a) no representative of the other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Plan by, among other things, the mutual waivers and certifications in this Section.
Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder or under the Order Form, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve Customer of any of its obligations hereunder. This Plan is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
