- Deposit Payment. Your deposit payment (“Deposit Payment”) grants you priority within your region for securing Pranos Services when available. Your Deposit Payment is exclusive of any sales and use or other taxes. Pranos will apply your Deposit Payment to the amount due on the Pranos Hologlass Kit if and when the Pranos Hologlass Kit and Services become available to you.
- Refundable Deposit. Prior to Pranos shipping your Kit, your Deposit Payment is fully refundable and can be requested at any time via your Pranos account. If you seek and obtain a refund, you will forfeit your priority position.
- Availability; Limitations. Placing a Deposit Payment does not obligate Pranos to provide you with the Pranos Hologlass Kit and Services and does not guarantee that the Pranos Hologlass Kit and Services will be available to you. Enrollment limits may apply. Pranos Hologlass Kit designs and Services are subject to change based on technological innovation. The Service availability dates are estimates only and subject to change. Pranos does not guarantee when Services will actually be available in your region. Service delivery is dependent on many factors, including various regulatory approvals.
- Payments. When Services become available in your area, subject to Section 1.2 (Refundable Deposit), Pranos will notify you by email that we are preparing to ship your Kit. You authorize Pranos to charge your approved payment method for (a) a one-time purchase price on the balance of your Pranos Hologlass Kit and any accessories, including shipping & handling and applicable taxes;
- Payment Method. You authorize Pranos to charge an approved payment method, including ACH payments, credit or debit cards (where available) for all charges made under the Agreement. Use of a credit or debit card is subject to the terms and conditions in your card member agreement, including fees that may be charged by the issuer. If there is a change to your bank or card account information, including expiration date, you must update your payment information in the Pranos Customer Portal to avoid suspension or termination of Services and to enable Pranos to process refunds. Pranos may also update your payment method data with information provided by the payment service providers. You authorize us to continue to charge your payment method following any update to your information.
- Title to Pranos Hologlass Kit. Pranos will transfer title to the Pranos Hologlass Kit and any accessories to you only at the time of delivery.
- Shipping & Handling. Shipping and handling charges will apply and are non-refundable. Please consult your Pranos account for an estimate of delivery times. Deliveries may require signature. Pranos will use the carrier of its choice.
- Taxes, Fees, Surcharges. In addition to charges for the Services, the Pranos Hologlass Kit, and any accessories you buy, we may collect or request reimbursement for taxes and other fees and surcharges required by law, including, without limitation, value added, goods and services, consumption, sales, use, gross receipts, excise, and access. You are also responsible for any additional government fees, rights of way charges, license or permit fees, and any other duties, charges or surcharges imposed on the sale or use of the Services or Pranos Hologlass Kit.
- Payment Disputes & Suspended Services. Disputes on your Pranos bill should be handled via your account in the Pranos Customer Portal. In the event of a billing dispute, you must timely pay all undisputed amounts. If the payment dispute is resolved against you, or if you simply fail to pay for Services on time, you must pay the amounts due or your Services will be suspended until the overdue amounts are paid.
- Software Updates and License Terms. Software copies and updates installed on the Pranos Hologlass Kit are not sold, only licensed to you personally (on a non-exclusive, non-transferable, limited and revocable basis), for use as installed on the Pranos Hologlass Kit and subject to Software License and Usage Terms, and restrictions that Pranos posts on the Pranos Customer Portal. Pranos reserves all intellectual property rights and other rights and interests in the Pranos Hologlass Kit, the Services, and the software, and grants no license, except as expressly granted in this Agreement.
- You are responsible for installation of the Pranos Hologlass Kit in a location that has a clear field of view, per the Install Guide available in the Pranos Customer Portal. It is your responsibility to ensure compliance with all applicable automotive codes, zoning, ordinances, business district or association rules, covenants, conditions, restrictions, lease obligations and and requirements for the installation of the Pranos Hologlass Kit, to pay any associated fees or other charges, and to obtain any permits and other authorizations necessary for the Services and the installation of the Pranos Hologlass Kit. Should use of the Services require any construction or alteration to your property, Pranos is not obliged to reimburse any expenses or restore your property to the same physical state as prior to delivery of Services. If you require a permanent roof mount installation, you acknowledge the potential risks associated with this type of installation, including, without limitation, with respect to any warranty that applies to your roof or penetration of your roof membrane. Follow the Install Guide. If you cannot safely install the Pranos Hologlass Kit, do not install it.
- Changes. Pranos may change or discontinue Services plans, prices, these Terms, and the Pranos Specifications from time to time. Pranos will notify you prior to making material changes. By continuing to use the Services you agree to any changes.
- Cancellation Rights. You can stop the recurring monthly payment and cancel Services at any time via your Pranos account located within the Pranos Customer Portal. You are not entitled to any refunds, except as set forth under Sections 1.2 (Refundable Deposit), 4.3 (Cancellation, Return and Full Refund) and 4.4 (Cancellation, Return and Partial Refund).
- Cancellation, Return and Full Refund. You may return an undamaged Pranos Hologlass Kit and any accessories within 30 days of receipt for a full refund for any reason, including the inability to receive Services at your address due to field-of-view issues. To return the Pranos Hologlass Kit or any accessories, follow instructions in the Return Policy in the Pranos Customer Portal.
- Cancellation, Return and Partial Refund. Pranos will offer you the option to: (a) return and replace your Pranos Hologlass Kit for a valid warranty claim based on Section 5.3 (Limited Remedies); or (b) receive a partial refund on your Kit if Pranos implements a Substantial Change within 12 months of accepting your Order and does not give you an option to continue on your original terms for the remainder of the 12-month time period. Such partial refund will be calculated on a 12-month straight-line depreciation basis. For example, if Pranos implements a Substantial Change 3 months after your initial Order, you have the option to return your Kit, cancel Services and Pranos will refund you 75% of the purchase price you paid for the Kit (you would not be entitled to refunds of recurring fees paid for the first 3 months of Services). Substantial Change means a price increase of more than 50% per month, or a downward correction of performance goals in the Pranos Specifications by more than 50%.
- Limited Warranty. The Pranos Hologlass Kit and Services are novel, still in a beta testing phase, under development, and subject to change. Pranos will use reasonable efforts to facilitate that the Pranos Hologlass Kit, at the time of delivery, and the Services, as performed, substantially meet performance goals set forth in the Pranos Specifications, as amended by Pranos from time to time based on experience and innovation.
- Exclusions and Force Majeure. Pranos is not responsible for damage to the Pranos Hologlass Kit after delivery, or for the operation of the Kit or the Services resulting from: (a) manual re-pointing of the antenna; (b) repair, modification, or disassembly of Pranos Hologlass Kit by anyone other than Pranos or its authorized agent; (c) failure to follow instructions, including by obstructing the Pranos Hologlass Kit’s field of view; (d) fire, flood, wind, lightning, earthquake, weather, or other acts of nature or God; (e) spills of any substance on Pranos Hologlass Kit; (f) planned or emergency maintenance on the network; (g) problems with your electrical power or network equipment; (h) misuse, abuse, accident, vandalism, alteration, or neglect; (i) normal wear and tear or deterioration, or superficial defects, dents, or marks that do not impact performance of the Pranos Hologlass Kit; (j) use in combination with devices not provided or approved by Pranos; (k) inability to obtain or maintain necessary permissions, authorizations, or permits; or (l) events not reasonably within Pranos’s control. Any credit, refund or rebate for any service unavailability or service outage is entirely at Pranos’s discretion.
- Limited Remedies. If the Pranos Hologlass Kit or Services fail to meet the limited warranty standard set forth in Section 5.1 (Limited Warranty) and Pranos receives a valid, detailed, written warranty claim from you within 12 months after delivery of the Pranos Hologlass Kit, Pranos will either: (a) cure the discrepancy within 30 days of receiving your claim, including, at Pranos’s choice, by replacing or repairing your Pranos Hologlass Kit (with a new, different or refurbished device or part, which will be covered by the limited warranty set forth in Section 5.1 (Limited Warranty) for the greater of 3 months or the remainder of the original 12-month warranty period), or (b) offer you the option to cancel Services and return your Pranos Hologlass Kit for a partial refund as set forth under Section 4.4 (Cancellation, Return, and Partial Refund). Once 12 months have passed from the delivery of the Pranos Hologlass Kit, your sole remedy is that you can cancel Services any time and stop recurring charges starting the following month, but you are no longer entitled to any refunds (or any other remedies). The limited remedies prescribed in this Section 5.3 (Limited Remedies) are your sole and exclusive remedies in case of any warranty claims, breaches of contract or dissatisfaction with the Pranos Hologlass Kit or Services.
- DISCLAIMERS. EXCEPT AS SET FORTH IN SECTION 5.1 (LIMITED WARRANTY), Pranos PROVIDES THE Pranos Hologlass Kit AND SERVICES “AS IS,” WITHOUT ANY EXPRESS WARRANTY, CONDITION OR REPRESENTATION. Pranos DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- LIMITATIONS OF LIABILITY. Pranos WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE, INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, LOSS OR CORRUPTION OF DATA, COMPUTER FAILURE, DATA SECURITY BREACH, MALFUNCTION OR ANY LOSSES OR DAMAGES RESULTING FROM THE KIT INSTALLATION, REPAIR, REMOVAL, OR OTHER ASSOCIATED SERVICES. Pranos’S LIABILITY UNDER THESE TERMS FOR ANY INDIVIDUAL CLAIM OR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO Pranos UNDER THESE TERMS OVER THE SIX MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, SERVICES OR Pranos Hologlass Kit, INCLUDING ANY EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER Pranos WAS INFORMED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND REGARDLESS OF WHETHER CLAIMS ARE ASSERTED BASED ON CONTRACT, STATUTE, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE CLAIM OR THEORY PROVIDED, EXCEPT IF AND TO THE EXTENT THAT ANY LIMITATION VIOLATES APPLICABLE MANDATORY LAW THAT THE PARTIES CANNOT DEROGATE FROM BY WAY OF CONTRACT.
- ASSUMPTION OF RISK. YOU AGREE THAT YOUR USE OF THE SERVICES AND THE Pranos Hologlass Kit, AND SUCH USE BY ANYONE USING YOUR ACCOUNT, IS AT YOUR SOLE RISK. SERVICES ARE NOT SUITED OR INTENDED AS A MISSION-CRITICAL OR SAFETY-OF-LIFE SERVICE.
- Acceptable Use Policy. You agree not to use, or permit others to use, the Services in ways that (a) violate any law or applicable regulation, (b) violate the Pranos Acceptable Use Policy, or other policies available on the Pranos Customer Portal, (c) infringe the rights of others, or (d) interfere with the users, Services, or Pranos Hologlass Kit of the Pranos network or other networks. You are responsible for complying with the terms for any third-party services (e.g., video streaming or gaming apps) that you subscribe to using Pranos Services.
- Trade Laws. You must comply with all applicable International Trade Controls in the context of these Terms, which means applicable export control, economic sanctions, customs/import, anti-money laundering, and anti-corruption laws and regulations. You acknowledge that you are only authorized to access Services at the location identified on your Order, and you will not divert the Pranos Hologlass Kit or Services to any other locations, or to users or for uses that are prohibited under International Trade Controls.
- No Resale. You may not resell access to the Services to others as a stand-alone service, unless agreed to in a separate agreement with Pranos.
You agree to compensate and hold harmless Pranos against all claims, liability, damages, costs, and expenses, including but not limited to reasonable attorneys’ fees, arising out of or related to these Terms, any and all uses of your account, and your use of the Services. This includes, without limitation: (a) responsibility for all such consequences resulting from actions by you or any user of your account in violation of these Terms, the Acceptable Use Policy, or any law or regulation; (b) negligent, reckless or intentionally wrongful act by you or any user of your account; and (c) any breach by you of any of the covenants contained in these Terms.
You may not assign, sell, or transfer this Agreement, software installed on the Pranos Hologlass Kit, or access to Services without Pranos’s consent. Any attempted transfer or assignment will be null and void. Pranos may terminate this Agreement for cause if you attempt to transfer Services or this Agreement. If your Pranos Hologlass Kit is stolen, destroyed or otherwise removed from your premises without your authorization, you must provide notice via the Pranos Customer Portal immediately, or else you may be liable for payment for unauthorized use of the Services. You are liable for any charges or fees incurred by the use of the Services and Pranos Hologlass Kit by anyone else. Pranos can assign its rights and obligations under these Terms, in whole or in part, to any individual or entity we choose, at any time, without notice to you, in our sole discretion.
For Services provided to, on, or in orbit around the planet Earth or the Moon, this Agreement and any disputes between us arising out of or related to this Agreement, including disputes regarding arbitrability (“Disputes”) will be governed by and construed in accordance with the laws of the State of California in the United States. For Services provided on Mars, or in transit to Mars via Starship or other spacecraft, the parties recognize Mars as a free planet and that no Earth-based government has authority or sovereignty over Martian activities. Accordingly, Disputes will be settled through self-governing principles, established in good faith, at the time of Martian settlement.
- Please carefully read Section 11 (Agreement to Arbitrate), which applies to any Disputes between you and Pranos.
- Under these Terms, you and Pranos each waive any and all rights to have a court or jury hear or decide any Disputes. Rather, Disputes will be settled by a single arbitrator in a binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the United States Commercial Arbitration Rules of the AAA. To learn more about the rules and how to begin an arbitration, you may call any AAA oﬃce or go to www.adr.org.
- Notice of Dispute. If you have a Dispute, before initiating arbitration, you must send a Notice of Dispute to Pranosresolutions@Pranos.com describing your issue and your desired resolution. If your Dispute has not been resolved within 60 days of submitting a notice, you may initiate arbitration as described above.
- Arbitration Costs and Fees. If you commence an arbitration against Pranos pursuant to this binding arbitration clause, Pranos will pay the arbitration fees and expenses imposed by the AAA directly. However, if the arbitrator finds your claim is frivolous or brought for an improper purpose, then Pranos may seek reimbursement of any or all fees and expenses paid to AAA for the arbitration.
- PROHIBITION ON CLASS ARBITRATION. YOU AND Pranos AGREE THAT NO DISPUTE OR CLAIM MAY BE BROUGHT OR MAINTAINED AS PART OF A CLASS ACTION OR CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR ARBITRATION, REGARDLESS OF WHETHER THE APPLICABLE ARBITRATION RULES WOULD OTHERWISE PERMIT CLASS OR REPRESENTATIVE PROCEEDINGS. ACCORDINGLY, YOU AND Pranos MAY ONLY PURSUE A CLAIM AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY, AND MAY NOT PURSUE A CLAIM AGAINST THE OTHER ON BEHALF OF ANY OTHER PERSON, AND NO OTHER PERSON MAY PURSUE A CLAIM ON BEHALF OF YOU OR Pranos AGAINST THE OTHER. AN ARBITRATOR MAY ENTER AN AWARD ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
- Severability. If any term of this Agreement is to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.
- Eligibility. You must be at least 18 years old (or the legal age of majority in your jurisdiction of residence) to enroll in Services.
- Records. You should keep copies of these Terms and any sales receipt or other materials relevant to your purchase of the Pranos Hologlass Kit and Services for your records. Pranos reserves the right to substitute, change, cancel, or add to any part of these Terms at any time upon notice to you, and your continued use of the Services constitutes agreement to the updated Terms. Pranos will notify you prior to materially changing its Terms. Visit the Pranos Customer Portal for the most current Terms.
- Electronic Delivery Policy, Customer Consent and Notices. You consent to receive all agreements, updates, disclosures, policies, notices, and other information (collectively, “Notices”) provided by Pranos or its affiliates via paper and/or electronic delivery at Pranos’s sole discretion. Pranos may deliver or display Notices to you by email or pop-up window, or by posting a message on the Services or the Pranos Customer Portal. You may receive periodic texts, emails, or other communications from Pranos, such as notices regarding expiration of your account and changes to these Terms.
No Waiver. No waiver by Pranos of any breach of these Terms will be a waiver of any preceding or succeeding breach. No waiver by Pranos of any right under these Terms will be construed as a waiver of any other right. Pranos will not be required to give notice to enforce strict adherence of these Terms. A waiver must be provided in writing by an authorized representative of Pranos to be effective.