Terms & Conditions
THIS TERMS AND CONDITIONS (“TERMS”) IS BETWEEN YOU AND SAFI ANALYTICS PBC DBA GUIDEWHEEL, AGREEING TO THE FOLLOWING:
Please read these Terms carefully because they govern your use of our products and services. By completing an online form and/or using our products or services, you agree to the terms of this Agreement. These Terms, any Order Forms, and any attachments, linked policies, additional terms, or documents referencing the foregoing shall be referred to as the “Agreement”.
1. Definitions.
1.1 “Customer” means the company or legal entity for which you are accepting this agreement, and Affiliates of that company or entity.
1.2 "Documentation" means any Product training, technical services, or documentation made available to Customer through the Guidewheel website or otherwise made available to Customer by Guidewheel.
1.3 “Firmware” refers to software installed within each Hardware.
1.4 “Hardware” means the hardware devices such as meters, sensors, routers, and accessories, that Customer has purchased, received, or has otherwise acquired via an Order Form.
1.6 “Hosted Software” means Guidewheel's web-based software platform, including the customer-facing interface accessed online.
1.7 “Order Form” means an ordering document, online registrations, or order confirmations referencing these Terms that specifies the Products purchased by Customer under the Agreement.
1.8 “Products” means the Hardware and Services that Guidewheel will provide to Customer under this Agreement as set forth in the applicable Order Form.
1.9 “Renewal Date” means the date when the account will automatically renew according to the subscription purchased.
1.10 “Services” means the Hosted Software alongside any applicable Support Services.
1.11 “Subscription” means the billing arrangement – set forth on the product at checkout.
1.12 "Support services" means access to Guidewheel's online help center (https://support.guidewheel.app/en) and the ability to contact representatives from Guidewheel's customer success team. Additional support and specific response times may be specified in Customer's Order Form.
1.13 “Users” means Customer’s employees and/or contractors whom Customer authorizes to use the Hosted Software strictly on its behalf, creating an account in Guidewheel that enables them to access Guidewheel modules.
2. Scope of Work.
Guidewheel shall provide its cloud-based software-as-a-service available via the Hosted Software to Customer. Subject to the terms of this Agreement, Guidewheel hereby grants to Customer during the Term a right to access and use the Hosted Software for Customer’s internal business purposes in connection with the Products. Customer shall not access or use the Products in any manner or for any purpose not expressly permitted by this Agreement. All Hardware must be purchased under the applicable Order Form. Any receipt or use of the Hardware shall be additionally subject to the terms of the Hardware Addendum, as set forth in Exhibit A.
3. Agreement to Terms.
By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an Order Form that references this Agreement, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Products. If you are accessing and using the Products on behalf of a company (such as your employer) or other legal entity which is our Customer, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement. References to “you” and “your” in these Terms refer to that company or other legal entity, our Customer. You may not use the Products if you are our direct competitor, as determined in our sole discretion, except with our prior written consent.
This Agreement constitutes the entire and exclusive understanding and agreement between Guidewheel and you regarding the Products, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Guidewheel and you regarding the Products, however if an Order Form differs from these Terms then the terms of the Order Form control over these Terms. If for any reason a court of competent jurisdiction finds any provision of this Agreement as invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. Each Party represents and warrants that it has the right and authority to enter into this Agreement. Guidewheel reserves the right to modify these Terms, effective upon the commencement of any renewal subscription term. If you don’t agree to be bound by the modified Terms, then you may not continue to use the Products and may cancel your subscription pursuant to Section 13 (Term and Termination). You may not assign or transfer the Agreement, by operation of law or otherwise, without Guidewheel’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of your company. Any attempt by you to assign or transfer the Agreement, without such consent, will be null. Guidewheel may freely assign or transfer the Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns. Any notices or other communications provided by Guidewheel under this Agreement, including those regarding modifications to these Terms, will be given: (i) via email; (ii) by posting to Guidewheel’s website; or (iii) by posting to the Hosted Software. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Either Party’s failure to enforce any right or provision of the Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as expressly set forth in the Agreement, the exercise by either Party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
4. License Restrictions.
Customer agrees not to do any of the following without Guidewheel’s express prior written consent: (i) resell, white label, or reproduce the Products or any individual element within the Products, Guidewheel’s name, any Guidewheel trademark, logo or other proprietary information, or the layout and design of any part of the Hosted Software; (ii) access, tamper with, or use non-public areas of the Hosted Software, Guidewheel’s computer systems, or the technical delivery systems of Guidewheel’s providers; (iii) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Guidewheel or any of Guidewheel’s providers or any other third party (including another user) to protect the Products; (iv) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Products or any Firmware to any third party; (v) unless permitted under applicable law, disassemble, decompile or reverse engineer the Products, in whole or in part, or permit or authorize a third party to do so; (vi) hack into, disable, disrupt, or access without authorization any part of the Products, or attempt any of the foregoing; (vii) attempt to decipher, decompile, disassemble or reverse engineer any aspect of the Products; (viii) impersonate or misrepresent an affiliation with any person or entity; (x) use or access the Products for any competitive purpose; (ix) publish or disclose any benchmark testing on the Products; (x) violate any applicable law or regulation; or (xi) encourage or enable any other individual to do any of the foregoing. Guidewheel has the right to investigate violations of the Agreement or conduct that affects the Products. Guidewheel may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
5. Limitations; Availability; Updates.
5.1 Customer acknowledges and agrees that the Products, whether standing alone or when interfaced with other products or equipment, (1) are not certified for critical detection or response, (2) are not to be relied on as a notification or detection system, and (3) are not fault-tolerant and are not designed or intended for use in any hazardous environment requiring fail-safe performance or operation. The Products are not intended for use in the operation of aircraft navigation, nuclear facilities, communications systems, weapons systems, direct or indirect life support systems, air traffic control, or any application or installation where failure could result in death, severe physical injury, or property damage. Guidewheel makes no warranty or representation that use of the Products with any product or equipment will affect or increase any level of safety or specific results. Customer agrees not to rely on the Products for any life safety purposes. To the fullest extent permitted by applicable law, Customer agrees to release and hold harmless Guidewheel and third-party service providers from all liability, damages or losses of any kind or sort, personal injury or loss of life arising from Customer’s use of the Products.
5.2 The Products may use various open or commonly available standards or means to communicate and work with smart or connected devices that are also similarly used by other systems or services not manufactured by Guidewheel, including Wi-Fi, Bluetooth, and IP devices. However, smart, connected or other devices and related services (“Third-Party Products and Services”) that are not designated by Guidewheel as compatible with the Products may not work with the Products, or may have limited features or functionality, even if designed, specified or marketed to operate using the same or similar standards or means of communication. Customer agrees only to use Third-Party Products and Services designated by Guidewheel as compatible with the Products. Further, Customer agrees that Guidewheel is not responsible for, and Customer hereby releases and holds Guidewheel harmless from and against, all liability and damages, injuries or loss of life arising from. related to, or caused by, any attempt by Customer to connect, or Customer’s connection and use of, Third-Party Products or Services that are not certified by Guidewheel as compatible with the Products.
5.3 Customer acknowledges that Guidewheel may use third-party service providers to enable some aspects of the Products – such as, for example, data storage, synchronization and communication through cloud computing processors and mobile device notifications through mobile operating system vendors and mobile operators.
While we aim for the Products to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Products are subject to sporadic interruptions and failures for a variety of reasons beyond Guidewheel’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. Customer acknowledges these limitations and agrees that Guidewheel is not responsible for any damages allegedly caused by the failure or delay of the Products to reflect current status or notifications.
5.4 Access to the Products may be limited to those with the necessary system requirements, as published in connection with such services. Certain parts of the Products will not be accessible without: (i) a working Internet connection that is positioned to communicate reliably with the Products; (ii) an account to access the Products; (iii) mobile clients such as a supported phone or tablet (required from some functionality); (iv) a working electrical supply in good condition; or (iv) other system elements that may be specified by Guidewheel. It is Customer’s responsibility to ensure that it has all required system elements and that they are compatible and properly configured. Customer acknowledges and agrees that the Products may not work as described when the requirements and compatibility have not been met.`
5.5 Guidewheel shall (a) make commercially reasonable efforts to provide the Products and Services in accordance with this Agreement; (b) monitor system performance and scale infrastructure as reasonably necessary to handle typical workloads; (c) design the Service for high availability, with a target Service Level Agreement (SLA) of 98% monthly uptime; (d) make reasonable efforts to maintain and improve Service reliability, but Guidewheel does not warrant or guarantee minimum performance levels beyond the target SLA; and (e) in the event of an unplanned incident resulting in a material Service disruption, notify Customer by email within sixty (60) minutes of confirming the incident and provide ongoing updates until normal Service is restored. The Products may be suspended temporarily for security reasons, systems failure, maintenance and repair, or other circumstances. Customer agrees that it will not be entitled to any refund or rebate for such suspensions. Guidewheel will make available to Customer any new functionality and features and improvements to the Hosted Software as such is developed and made generally available by Guidewheel.
5.6 Product Updates.Guidewheel continuously improves the Products, and may from time to time (i) update the Hosted Software and cause Firmware updates to be automatically installed onto Customer’s Hardware; or (ii) upgrade Hardware equipment to newer models. Guidewheel may change or discontinue all or any part of the Products, at any time and without notice, at Guidewheel’s sole discretion. Updates or upgrades may include security or bug fixes, performance enhancements, or new functionality, and may be issued with or without prior notification to the Customer. Customer hereby consents to such automatic updates.
6. Payment and Fees.
6.1 Customer shall pay Guidewheel the fees set forth in the Order Form. Unless otherwise provided in an Order Form, Customer shall pay all fees within thirty (30) days after the date of the invoice thereof. Customer shall make all payments hereunder in U.S. dollars by the payment method specified by Guidewheel or as otherwise set forth in the Order Form.
6.2 Customer shall be responsible for all use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Guidewheel income, revenues, gross receipts, personnel, or real or personal property or other assets.
6.3 Customer’s fees are set forth in the Order Form and are based on the Products purchased. Customer shall pay all fees when due and is responsible for providing complete and accurate billing information to Guidewheel. If such fees are being paid via credit card or other electronic means, Customer authorizes Guidewheel to charge such fees using Customer’s selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. If Customer or Guidewheel requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of all fees and charges associated with use of such network. Guidewheel reserves the right to suspend Customer’s access to Products, in addition to all of its other available rights and remedies, in the event that Customer’s account becomes overdue. Suspension shall not relieve Customer’s obligation to pay amounts due.
6.4 Customer agrees that its subscription will automatically renew based on the Customer’s subscription start date (the “Renewal Date”). Guidewheel reserves the right to increase fees for each renewal subscription term, provided that the per unit fees shall not be increased by more than seven percent (7%) annually. Customer authorizes Guidewheel to automatically charge Customer for the applicable fees on or after the Renewal Date unless the subscription has been terminated or canceled in accordance with this Agreement. Customer must cancel its subscription by providing written notice to Guidewheel at least 30 days prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. If Customer chooses to cancel its subscription during the subscription term in accordance with the foregoing, Customer may use the Products until the end of Customer’s then-current subscription term or renewal period.
6.5 Any extra costs incurred during the Term of this Agreement that is not addressed herein will be discussed, apportioned and covered as mutually-agreed by the Parties.
7. Users.
Customer shall be solely responsible for administering and protecting User accounts. Customer agrees to provide access to the Hosted Software only to Users, and to require such Users to keep account login information, including user names and passwords, strictly confidential and not provide such account login information to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the Hosted Software and maintaining the confidentiality of account login information and any provided API tokens. In the event that Customer or any User becomes aware that the security of any user account login information has been compromised, Customer shall immediately notify Guidewheel and de-activate such user account or change the user’s login information. Users may only use the Hosted Software strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by an User of their obligations hereunder.
8. Customer Data.
8.1 Customer Data. Customer owns all right, title, and interest in and to data and other information, including Equipment Data (as defined below), that is submitted or transmitted by or on behalf of Customer through the Products (“Customer Data”). Customer hereby authorizes and instructs Guidewheel to use and process Customer Data as may be necessary for Guidewheel to provide the Products to Customer. Customer consents to the collection, use, processing and transfer of any data generated by the equipment installed at its site (“Equipment Data”) by Guidewheel. Customer represents and warrants that it has all necessary licenses, rights, consents, registrations and other legal bases to authorize Guidewheel to collect and process Customer Data and Equipment Data as contemplated by these Terms. Guidewheel shall use best efforts to transfer Customer Data in a format that anonymizes the Customer’s identity. In order to improve the Products and provision of such Products to the Customer and Guidewheel customers, Guidewheel may also receive relevant data from other sources including third parties and may aggregate such data with Customer Data (“Aggregate Data”) and share the Aggregate Data with third party service providers, with whom Guidewheel has agreements with confidentiality obligations and data use restrictions, and Guidewheel may also use the Aggregate Data for its business purposes and to improve its products and services, including for algorithm training and machine learning purposes; and Customer consents to such aggregation and use.
8.2 Intellectual Property and Ownership. Guidewheel and its licensors reserve and retain all rights, title and interest, including all patent, copyright, trade secret, know-how, design rights, trademark, and other intellectual property rights, in and to its Marks, the Products, and any changes, corrections, bug fixes, enhancements, derivatives, improvements, patches, upgrades, updates and other modifications thereto, including without limitation any intellectual property derived from Aggregate Data such as algorithms and models for the Hosted Software (collectively, “Guidewheel IP”). If Customer happens to acquire any rights to Guidewheel IP, Customer shall (and hereby does) assign to Guidewheel, for no additional consideration, Customer’s right, title and interest in and to such Guidewheel IP. The Parties reserve the right to control and use their respective names, symbols, trademarks and service marks (“Marks”), and neither Party shall use the other party’s Marks without its prior written consent. Notwithstanding the foregoing, Guidewheel may include Customer’s name and/or logo on its website and in any marketing and publication materials, sales materials, fundraising and financial documents referencing that Customer is a customer of or has a business relationship with Guidewheel, but it shall not use Customer’s Marks for any other purpose or disclose any further details of this Agreement unless agreed with the Customer in writing.
8.3 Customer Database Information. Guidewheel’s databases are hosted in the US on Google Cloud platform. Customer Data is encrypted in transit and at rest. Only certain members of the Guidewheel team have access to the database credentials.
9. Customer Relationship.
9.1 Confidentiality. Each Party shall use its best efforts to keep in strict confidence and shall bind all its employees and agents to keep in strict confidence, all sensitive and proprietary commercial and technical information in whatever form acquired by it (whether directly or indirectly) concerning any other Party in relation to this Agreement. (“Confidential Information”). No Party shall use or disclose any Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. This restriction will not apply to disclosures required by law or matters already in the public domain. The confidentiality obligations will survive termination of this Agreement.
9.2 Feedback. If Customer submits, orally or in writing, suggestions or recommended changes to the Solution (“Feedback”), Guidewheel may, but is not required to, use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
10. Term and Termination.
This Agreement is effective as of the Effective Date and will continue for the contract term length specified in the Order Form ("Initial Term"), unless earlier terminated in accordance with this Section 13. If no Initial Term is specified, then the Initial Term will be one year. Upon expiration of the Initial Term, this Agreement will automatically renew for additional successive terms of equal duration as the Initial Term, unless either Party provides written notice of nonrenewal at least 30 days prior to the end of the then-current term (each a “Renewal Term”, and together with the Initial Term, the “Term”), or unless sooner terminated in accordance with this Agreement. Either Party may terminate this Agreement, effective immediately, upon written notice to the other Party, if such defaulting Party: (a) breaches this Agreement, and such breach is incapable of cure, or if a breach is capable of cure, the defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach or other mutually agreed upon period; (b) is alleged of fraud, or found to have been fraudulent, with regards to fulfilling its obligations under this Agreement; or (c) ceases, or threatens to cease, to carry on its business, is dissolved or liquidated, or makes any arrangement for the benefits of its creditors. Upon expiration or termination of this Agreement, the rights and licenses granted to Customer will immediately terminate, and Customer may request for Guidewheel to delete Customer Data, subject to Guidewheel’s data backup policies. Any terms which by their nature are intended to survive termination of the Agreement and the following sections shall survive termination of this Agreement: Sections 1, 3, 4, 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16, and where applicable, the Hardware Addendum.
11. Limitation of Liability.
Nothing in this Agreement and, in particular, within this “Limitation of Liability” clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THIS AGREEMENT, IN NO EVENT WILL (A) GUIDEWHEEL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA OR LOST PROFITS ARISING FROM OR RELATING TO THE SOLUTION OR THE PRODUCTS, EVEN IF GUIDEWHEEL KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) GUIDEWHEEL’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO GUIDEWHEEL FOR THE PRODUCT(S) AT ISSUE IN THE PRIOR 12 MONTHS OR IF NO FEES APPLY, $100.
12. Mutual Indemnification.
To the fullest extent permitted by applicable law, each Party agrees to indemnify, defend, release and hold the other Party and its licensors and suppliers (collectively, the “Indemnified Parties”) harmless from and against all claims, actions, lawsuits and any other legal action brought by a third party against any of the Indemnified Parties and any and all related losses, damages, settlements, judgments and expenses (including attorney fees) incurred by the Indemnified Parties, arising out of or relating to such Party’s (a) violation of applicable laws or breach of the Agreement, or (b) gross negligence, willful misconduct or fraud. The indemnifying Party reserves the right to assume the exclusive defense and control of any matter for which it is required to indemnify the Indemnified Parties, and the Indemnified Parties agrees to cooperate with the indemnifying Party’s defense of such claims. A Party agrees not to settle any such claim without the other Party’s prior written consent.
13. Force Majeure.
Neither Party shall be liable to the other Party, nor be deemed to have breached this Agreement, for any loss suffered by the other Party or failure or delay in performing any term of this Agreement due to circumstances beyond the reasonable control of such Party.
14. Governing Law, Dispute Resolution and Arbitration.
This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to this Agreement or Customer use of the Products will be the state and federal courts located in San Francisco County, California, United States, and both Parties consent to the jurisdiction of such courts with respect to any such actions. Any dispute arising in connection with this Agreement will, in the first instance, be escalated to the authorized representatives of each Party for discussion and potential resolution within seven days of the date of escalation. In the event the authorized representatives of each Party fail to resolve the dispute, then the dispute or difference will be referred to arbitration. Arbitration will be conducted in California by a single arbitrator appointed by the Parties, and if no such agreement is reached, a neutral third-party arbitrator will be selected and the fees for the arbitrator will be borne equally by the parties or be submitted to the arbitrator to determine as part of the dispute.
15. Severability.
If any term or provision of this Agreement is declared by a competent authority to be invalid or unenforceable, such invalidity or unenforceability will not affect any other term or provision of this Agreement, and the remaining provisions will remain in full force and effect.
16. Relationship of the Parties.
Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
Exhibit A
Hardware Addendum
1. The Firmware license for each item of Hardware is contingent upon Customer purchasing and maintaining a valid subscription to the Hosted Software.
2. Additional Limitations; Warnings.
2.1 Customer understands that any Hardware provided to Customer by Guidewheel is purchased by Guidewheel on behalf of Customer from third party suppliers. Customer will use the Hardware in compliance with the Documentation. Guidewheel shall have no liability for, and Customer hereby releases Guidewheel from against, all liability and damages, performance failures, injuries or loss of life arising from, related to, or caused by, the hardware, including without limitation any use, operation or malfunction of the hardware.
2.2 Depending on the Customer’s intended use of the Products, the Order Form may include professional installation of the Hardware from Guidewheel (“Installation Services”). In the event Guidewheel agrees, in its sole discretion, to perform Installation Services, the terms of Section 6 (Hardware Installation) will apply. Unless the Order Form expressly includes Installation Services, Customer is solely responsible for installation of the Hardware. Without limiting the generality of the foregoing, even if Guidewheel personnel is dispatched to Customer’s site with respect to any Hardware, Guidewheel will have no liability or responsibility for the installation of Hardware by non-Guidewheel personnel or operation of Hardware unless separately agreed to in writing with Customer, and only to the extent mutually agreed. If Customer is unable to install the Hardware, or if Customer is uncertain that Customer has the requisite skills and understanding, Customer agrees to consult with a qualified installer. Customer acknowledges and agrees that if the Hardware is not properly installed, then Customer may experience false alarms, detection failures, equipment malfunction or damage, or other property damage.
2.3 Customer acknowledges and agrees that it will at all times operate and maintain its on-site equipment in strict compliance with any documentation, safety guidelines or other instructions provided by the manufacturer, OEM or other supplier of Customer’s on-site equipment and any safety and maintenance regulations applicable to Customer’s manufacturing facility. Customer will at all times apply the common sense of a reasonable person when using the Hardware or otherwise operating its on-site equipment. Customer hereby releases Guidewheel from any liability under any legal theory and hold Guidewheel harmless from and against all liability and damages, performance failures, injuries or loss of life arising from, related to, or caused by, Customer’s failure to follow such instructions or regulations, or failure to maintain a safe manufacturing environment.
3. Hardware Procurement.
3.1 Hardware Procurement. Customer may elect to lease the Hardware or directly purchase the Hardware, as further described below. Customer will use the Hardware in compliance with any terms and conditions, manuals or other instructions made available by the third party supplier of the Hardware (“Hardware Supplier”).
3.2 Hardware Purchase. If Customer elects to purchase the Hardware, as provided on the applicable Order Form, then Guidewheel will procure the Hardware on behalf of the Customer. If there are any questions, malfunction or other issues that arise with the Hardware, Customer will direct such issues solely through Guidewheel. The terms, conditions and warranties provided by the Hardware Supplier are Customer’s sole and exclusive remedy, and Guidewheel does not provide any warranties or direct support for the Hardware. Customer shall be responsible for all costs of repair, unless Guidewheel has expressly agreed to cover certain costs, in its sole discretion.
3.3 Hardware Lease. If Customer elects to lease the Hardware, as provided on the applicable Order Form, then Customer will lease the Hardware from Guidewheel for a period of the earlier of (a) termination of the applicable Order Form or this Agreement, or (b) three (3) years (“Hardware Lease Period”). If the Hardware Lease Period is three (3) years, then Customer will be deemed to have paid for and purchased the Hardware and may retain the Hardware upon termination of this Agreement or the applicable Order Form. If the Hardware Lease Period is less than three (3) years, then upon termination of this Agreement or the applicable Order Form, Customer shall, within ten (10) business days, return the Hardware to Guidewheel using the shipping method designated by Guidewheel. If Customer does not timely return the Hardware to Guidewheel, then Customer shall pay to Guidewheel, and Guidewheel may automatically charge Customer for, the remaining cost of the Hardware after subtracting previous lease payments made by the Customer.
3.3.1 Limited Hardware Warranty. Guidewheel warrants that the Hardware will be free from material defects during the Hardware Lease Period, provided (1) the Customer has an active and valid subscription to the Hosted Software, and (2) the Hardware has been used by Customer in an ordinary and common sense manner (“Limited Warranty”). Guidewheel’s obligation, and the Customer’s sole remedy, under this Limited Warranty is the repair, replacement or correction of any non-conforming Hardware or part thereof. In the event replacement of the Hardware is needed, if Guidewheel is not able to find a replacement for the same or lesser cost, then Guidewheel reserves the right to increase the remaining lease fee payments to account for the increased cost of the replacement Hardware. This Limited Warranty is not transferable or assignable by Customer and (subject to applicable law) applies only to the original purchaser. Guidewheel may, in its sole discretion, make any repair or replacement with new or refurbished parts or components. If the part or component requiring repair or replacement is no longer available, Guidewheel may, in its sole discretion, replace such part or component with a similar part or component of similar features, functions and quality. The Limited Warranty shall not apply to any of the following causes and events: damage due to misuse, abuse, failure to follow instructions and specifications, negligence, casualty (e.g., fire) or acts of God (including but not limited to lightning, flood, tornado, earthquake, or hurricane), and consumable parts (including batteries) are not covered by this Limited Warranty. Unauthorized service or modification of the Hardware or any part or component will void the Limited Warranty in its entirety. The Limited Warranty does not include reimbursement for inconvenience, installation, loss of use, or unauthorized service. In addition, the Limited Warranty does not cover any losses, injuries to persons, loss of property or other monetary damages. The Limited Warranty does not apply if Customer’s purchases pre-owned Hardware, purchases the Hardware from any unauthorized seller, or purchases Hardware from third party sellers. This Limited Warranty covers only Hardware as leased to Customer by Guidewheel and is not extended to other equipment, components, services, software, or devices that Customer uses in conjunction with the Hardware. Customer is solely responsible for determining the compatibility of the Hardware with Customer’s other equipment, and Customer accepts that lack of compatibility is not a valid claim under the Limited Warranty provided for the Hardware.
4. Except as expressly set forth herein, Guidewheel makes no warranties and disclaims any other warranties, express, implied, statutory, or otherwise, with respect to the Products. To the fullest extent permitted by applicable law, the Limited Hardware Warranty set out above is expressly in lieu of all other warranties and conditions, expressed or implied, including, without limitation, any implied warranty of merchantability or fitness for particular purpose. If applicable law does not permit Guidewheel to lawfully disclaim statutory or implied warranties, then to the fullest extent permitted by applicable law, all such statutory or implied warranties shall be limited in duration to Hardware Lease Period.
5. Customer shall: (a) reasonably cooperate with Guidewheel in all matters relating to the Hardware; (b) provide Guidewheel and its authorized representatives access to the Customer’s premises as reasonably required by Guidewheel to provide the Products; (c) provide, in a timely manner, information reasonably requested by Guidewheel and necessary to complete the Services and improve the Products, and ensure that to the best of its knowledge, such information is accurate and complete in all materials respects; (d) take reasonable care of all Hardware and related materials provided by Guidewheel and in Customer’s possession; and (e) take whatever actions are reasonably necessary to resolve any interference or delay-related matters arising from or affecting the provision of the Products.
6. Hardware Installation Services.
6.1 The scope of the Installation Services and each party’s respective responsibilities [will be as set forth in the Order Form / are as set forth in Annex 1, which may be updated or modified by the parties upon mutual written agreement.] Furthermore, Customer shall provide Guidewheel with full assistance as may be reasonably requested by Guidewheel to perform the Installation Services, including without limitation providing accurate and complete information, specifications and on-site instructions, and a capable on-site team to assist with the Hardware installation. It is Customer’s responsibility to regularly maintain the Hardware in accordance with the installation requirements after any installation, whether by Guidewheel, Customer or a third party.
6.2 Guidewheel warrants for a period of 30 days following delivery of the Installation Services, that the Installation Services will be free from material defects. Guidewheel’s obligation, and the Customer’s sole remedy, under this limited Installation Services warranty is the repair, replacement or correction of any non-conforming Installation Services or part thereof. Except as expressly provided under the foregoing warranty, Guidewheel makes no warranties, express, implied, statutory, or otherwise, with respect to the Installation Services, and Guidewheel shall have no liability for and Customer hereby releases Guidewheel from against all liability and damages, performance failures, injuries or loss of life arising from, related to, or caused by, the installation of the Hardware.
6.3 Customer is responsible for obtaining all insurance coverage in amounts sufficient to protect its business, belongings and persons, including any Guidewheel personnel, in or on the installation site, including coverage for personal injury and property damage.
Annex 1
SCOPE OF INSTALLATION SERVICES
Included (actions to be performed by Guidewheel)
• Assembling the hub(s), consisting of a NEMA enclosure with a meter
• Mounting the hub(s) in a mutually determined location
• Clipping on the Current Transformers (“CTs”) to the phase 1 power supply for the machine or component
• Plugging in the meters to power and internet connection
• Running cable from CT sensors to the meter in the NEMA enclosure
Exclusions. The Services do not include the following:
• Installation of sensors and meters for the mains line outside the building
• Clipping the CTs behind distribution panels or electrical mains
• Any permitting, bond requirements and/or licensing fee
• Any high-voltage electrical work or work in electrical panels
• Patching, painting or finish work
• Trenching or underground conduits
• Upgrading or repair of existing electrical equipment at the Site
• Bringing into compliance or repair of any existing electrical code violations at the Site
• Moving Customer-owned personal property to enable necessary access for the safe Installation of the products
Clarifications
• This proposal is based off a virtual walk through or floor plan review with the Customer
• The installation of cable will be free air only, no j-hooks, no brackets. Cables will be run the same as existing cables
• Guidewheel will supply the Cat5 cable
• Customer will supply lifts and ladders if applicable
• Customer will provide material, labor, supervision and tooling as needed or requested by Guidewheel
• An adult, eighteen (18) years or older, must be present at the Site at all times when an installation representative from Guidewheel is present
2. PERSONAL PROTECTIVE EQUIPMENT (PPE), SAFETY CERTIFICATION, ONSITE TRAINING
Guidewheel will provide:
• Standard personal protective equipment, including safety shoes, safety glasses, hard hat, hearing protection, high visibility wear, safety gloves
• Basic safety training and OSHA training
The Customer should disclose and provide if applicable:
• Any other specific PPE required for the Site before the Guidewheel installation representative enters the Site
• Any other Site specific concerns before the Guidewheel installation representative enters the Site
• Any Site specific trainings required before the Guidewheel installation representative enters the Site