Tightrope Media Systems, Inc.
CAROUSEL TERMS OF SALE FOR HARDWARE PRODUCTS
These Carousel Terms of Sale for Hardware Products (the “Terms of Sale”) govern sales by Tightrope Media Systems, Inc. (“Tightrope”) of digital signage displays and related equipment (“Products”).
Tightrope sells Products to its customers (“Customers”) directly and through its authorized distributors and dealers (“Distributors”). These Terms of Sale govern all direct sales of Products by Tightrope to Customers unless Tightrope and a Customer expressly agree otherwise in a separate written agreement.
The quote, order, delivery, acceptance, cancellation, risk of loss, title, payment, and taxes terms of Products sales by Distributors are governed by the separate terms of sale or other agreement between the Distributor and Customer. To the extent that any other terms and conditions of the Distributor’s terms of sale or other agreement with the Customer differ from or conflict with these Terms of Sale, then these Terms of Sale shall govern.
These Terms of Sale do not apply to any Carousel software products or services provided by Tightrope or any third party.
Customer orders are subject to credit approval and Tightrope’s acceptance. Acceptance of one order is independent from any other order. Quoted prices are effective until the expiration date of Tightrope’s quote, but may change due to shortages in materials or resources, increase in the cost of manufacturing, or other factors. Orders may contain charges for shipping and handling. Tightrope is not responsible for pricing, typographical, or other errors in any offer and may cancel orders affected by such errors.
2. Changes to Products Offered
Tightrope may revise or discontinue the sale of Products at any time, including after Customer places an order, but prior to Tightrope’s shipment or performance.
3. Delivery and Shipping
Tightrope agrees to deliver the number of Products ordered by Customer within thirty (30) days of receipt of the order, unless otherwise agreed. Customer will be responsible for all shipping, insurance, and other charges associated with delivery of the Products. All Products shall be shipped FOB Tightrope's facility in Minneapolis, Minnesota, or from the third-party manufacturer’s shipment point, as applicable. Risk of loss shall pass to Customer upon delivery to a common carrier (the “Carrier”).
(a) Purchase Price and Payment
Customer shall pay Tightrope the purchase price for the Products in accordance with the payment terms of Tightrope’s invoice. All payments to Tightrope shall be in U.S. Dollars ($). If Customer is located outside of the United States, all payment shall have been received by Tightrope prior to the shipment of any Products.
(b) Security Interest
If Products are shipped by Tightrope prior to receipt of full payment therefor, Tightrope shall maintain a purchase money security interest in such Products until such time it has received full payment. Customer agrees to cooperate with Tightrope in whatever actions may be required for Tightrope to perfect such security interest.
Customer shall be responsible for payment of any sales, excise, or use taxes, including any interest and penalties, imposed by any governmental authority upon the purchase or the use by Customer of the Products, or on these Terms of Sale.
5. Title to Products
Upon payment and following delivery to the Carrier, title to the Products shall pass to Customer. Tightrope and its licensors shall retain ownership of all intellectual property rights worldwide associated with the Products.
6. Applicability of Manufacturers’ Terms
All Products are manufactured by third parties (the “Manufacturer”) and purchased by Tightrope for resale to Distributors and Customers. The Manufacturers’ standard warranty, indemnification, technical support, and maintenance terms and conditions shall govern all sales of Products to Customers by Tightrope unless the Tightrope may offer its own separate warranty in addition to the Manufacturer’s warranty. Tightrope may also offer extended warranties for additional fees. See the Carousel website for the latest warranty information and extended warranty offers.
7. Warranty Disclaimer
Tightrope has no liability to Customer for any damages that arise out of or relate to the Products. Tightrope provides the Products “AS IS,” makes no express warranties, and disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement as well as any warranty arising by statute, operation of law, course of dealing or performance, or usage of trade.
8. Software Terms
Any pre-installed or embedded software in the Products is provided by third parties and is subject to the license agreement that is included in or with the software (the “Third Party Software”). This may include (i) “click-to-accept" agreement included as part of the installation or download process; (ii) “shrink-wrap" agreement included in the Product packaging; or (iii) a notice indicating that by installing or using a Product or the component, the related license terms apply. Tightrope provides all Third Party Software “AS IS,” makes no express warranties, and disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement as well as any warranty arising by statute, operation of law, course of dealing or performance, or usage of trade.
9. Limitation of Liability
IN NO EVENT SHALL TIGHTROPE BE LIABLE TO AN END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUE, DATA, OR USE, INCURRED BY END USER OR ANY THIRD PARTY RELATED TO THE PURCHASE OF PRODUCTS PURSUANT TO THESE TERMS OF SALE, WHETHER IN AN ACTION IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF TIGHTROPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TIGHTROPE’S LIABILITY FOR DAMAGES EXCEED THE AMOUNTS PAID BY END USER FOR THE PRODUCTS SUBJECT TO OR INVOLVED IN ANY DAMAGES OR LOSS CLAIMS.
Any notice permitted or required under these Terms of Sale shall be deemed given on the date of personal delivery or five (5) days after deposit in the United States mail, postage fully prepaid, return-receipt requested. Notices shall be addressed to Tightrope at its principal office address and to Customers at their street or email address of record with Tightrope. Personal delivery of a notice via a nationally-recognized courier will be valid upon delivery provided the courier obtains a signed receipt. Notice by email shall be valid provided the sender receives an acknowledgement of receipt by a return email or by another means providing a written record.
These Terms are governed by Minnesota law and applicable U.S. federal and international laws. The U.N. Convention on Contracts for the International Sale of Goods does not apply. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in Hennepin County, Minnesota. To the fullest extent allowed by law, Customers hereby consent to the exclusive jurisdiction and venue of THE MINNESOTA courts.
Customers may not assign or otherwise transfer their rights under these Terms of Sale without Tightrope’s prior written consent, which consent may be withheld for any reason in Tightrope’s sole discretion. Tightrope may freely assign Tightrope’s rights and obligations under these Terms to any third party as Tightrope determines in its sole business discretion.
Customer has the sole responsibility for complying with all laws and regulations governing or relating to the use of the Products. Tightrope makes no representation or warranty that Customer’s use or operation of the Products will comply with any laws or regulations.
These Terms of Sale supersede all proposals and prior agreements, whether oral or written, between the parties relating to the subject matter hereof. These Terms of Sale may not be modified except by a writing signed by authorized representatives of both Customer and Tightrope.
If any term of these Terms of Sale is adjudged invalid, void or unenforceable, the remaining terms hereof shall will remain in full force and effect.
The failure of Tightrope or Customer to enforce at any time any of the terms of these Terms of Sale, or the failure to require full performance by the other party of any of these Terms of Sale, shall not be construed as a present or future waiver of such terms, nor in any way affect the right of either party to enforce these Terms of Sale thereafter.
Except for payment of amounts due and owing, neither Tightrope nor Customer will be liable for failure to perform its obligations during any period if performance is delayed or rendered impracticable or impossible due to circumstances beyond that party’s reasonable control.
The parties are independent contractors for all purposes under these Terms of Sale and cannot obligate any other party without prior written approval. The parties do not intend anything in these Terms of Sale to allow any party to act as an agent or representative of another party, or to create a joint venture, partnership, franchise, or similar relationship.
Customer’s purchase of Products and access to related technology (collectively, the “Materials”) are for its own use, not for resale, export, re-export, or transfer. Customer is subject to and responsible for compliance with the export control and economic sanctions laws of the U.S. and other jurisdictions. Materials may not be used, sold, leased, exported, imported, re-exported, or transferred except with Tightrope’s prior written authorization and in compliance with such laws, including, without limitation, export licensing requirements, end user, end-use, and end-destination restrictions, prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce Denied Persons List. Customer represents and warrants that it is not the subject or target of, and that Customer is not located in, a country or territory that is the subject or target of, economic sanctions of the United States or other applicable jurisdictions (including without limitation, North Korea, Cuba, Iran, and Syria).
11. Contact Information
Questions, comments or concerns about these Terms of Sale and related matters may be sent to Tightrope at the following street or email address:
Tightrope Media Systems, Inc.
430 N First Ave., Suite 400
Minneapolis, MN 55401
Copyright © 2019. Tightrope Media Systems, Inc. All rights reserved.
Last revised: June 3, 2019.