Sales Terms & Conditions
Last Updated: May 10, 2022
We reserve the right to change these Terms & Conditions at any time, so please review the Terms & Conditions each time prior to making a purchase from Span. Every time you order Products from Span, the Terms & Conditions in force at that time will apply between you and Span. If you have any questions regarding these Terms & Conditions, you can contact Span at email@example.com.
THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND SPAN. BY PLACING AN ORDER FOR PRODUCTS, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS & CONDITIONS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS & CONDITIONS. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE PRODUCTS AND TO ENTER INTO THIS AGREEMENT.
By providing a credit card or other payment method accepted by Span, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or canceled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your Span account, you can do so at any time by logging into your account and editing your payment information.
Failure to pay the amount of your order to Span (excluding amounts disputed in good faith) for 60 days or more from the invoice due date may result in your account being suspended, and will not relieve you of the obligation to pay amounts due to Span.
A deposit payment is due upon signing the purchase agreement. The deposit payment is equal to two hundred fifty dollars ($250). Full payment, including shipping costs and sales tax, is due upon completion of installation. Installation is considered complete once the Products are registered on Span’s servers.
YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION.
To cancel your order, reply to your Span confirmation order email with the written message “Cancel”.
Span reserves the right to cancel the order if Span is unable to find an independent licensed installer. You will be fully refunded by Span in the event of cancellation.
4. Availability and Pricing
All Products offered on the Store are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering Products without prior notice. Prices for the Products are subject to change at any time, but changes will not affect any order for Products you have already placed.
Title to the Products shall pass to you upon delivery. Span and/or the freight carrier will be responsible for any Product loss or damage that occurs when the Product is in transit to you.
6. Sales Tax
Span calculates and charges sales tax in accordance with applicable laws.
Purchases made of the Product made on the website are intended for end users only, and are not authorized for resale.
Installation of your Products will be performed solely by an independent licensed installer previously certified in writing by Span. Span will not perform any portion of the installation. Installers arranged by Span are neither Span employees nor are they affiliated with Span.
You must ensure that you have all necessary consents before installation, including, but not limited to the permission of a landlord or property owner, as applicable. Neither Span nor the installer will be liable for your failure to obtain any necessary permission or consent. Span is not responsible for any injury or damage caused by self-installation.
9. Limited Warranty
Span will provide the Span Limited Warranty, which is available here. The Span Limited Warranty shall be the sole and exclusive remedy for all claims based on failure of or defects in the Products.
The independent licensed installer will provide a workmanship warranty covering the installation.
EXCEPT FOR THE SPAN LIMITED WARRANTY, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, SPAN HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, REGARDING ANY SUBJECT MATTER OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, SPAN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR SUFFICIENCY FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT OR TITLE, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. FURTHER, SPAN DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THE PRODUCTS OR THE APPLICATION WILL OPERATE IN COMBINATION WITH ANY MATERIAL OR PRODUCTS NOT PROVIDED BY SPAN, WILL BE FREE FROM BUGS, OR THAT ANY ERRORS WILL BE OR CAN BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSONNEL OF SPAN OR AN INSTALLER SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE SPAN LIMITED WARRANTY.
10. Limitation of Liability
Nothing in these Terms & Conditions and in particular within this "Limitation of Liability" section shall attempt to exclude or limit liability that cannot be excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) SPAN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE PRODUCTS, EVEN IF SPAN KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) SPAN’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS, INSTALLATION OF THE PRODUCTS OR THE APPLICATION, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO SPAN FOR THE PRODUCT. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. SPAN DISCLAIMS ALL LIABILITY OF ANY KIND OF SPAN’S LICENSORS, SUPPLIERS AND INSTALLERS.
11. Intellectual Property Ownership
Span and its licensors retain all rights, title and interest in and to, including all patent rights, trademarks, service marks, trade names, trade dresses, copyrights, mask work rights, and trade secret rights, and any and all other intellectual property and industrial property rights embodied in or associated with, the Products and the Application, and all enhancements, improvements, modifications and derivative works thereof. There are no implied licenses under this Agreement, and any rights not expressly granted hereunder are reserved by Span. Notwithstanding anything herein to the contrary, Span may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights in any court of competent jurisdiction.
12. Data Protection
Span is not responsible for any information provided by you to third parties, including devices that provide third party control, including, without limitation, utility and smart energy programs. You assume all privacy, security and other risks associated with providing personally identifiable information to third parties. For a description of the privacy protections associated with providing information to third parties, you should refer to the privacy policies, if any, provided by those third parties.
13. Force Majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
If you are in breach of this Agreement, upon seven (7) days prior written notice, Span may pursue any remedy it has under this Agreement or at law, including termination, suspension of performance, repossession of the Products (if title has not yet transferred) and collection of all amounts due.
If any part of these Terms & Conditions becomes illegal, invalid, unenforceable, or prohibited in any respect under any applicable law or regulation, such provision or part thereof will be deemed to not form part of the contract between us. The legality, validity or enforceability of the remainder of these Terms & Conditions will remain in full force and effect.
Provisions that, by their nature, should survive termination of these Terms & Conditions shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us, any limitations on our liability and terms regarding disputes between us.
17. Entire Agreement
This Agreement represents the entire understanding relating to your purchase or use of the Products and prevails over any prior or contemporaneous, conflicting or additional communications between you and Span. All rights not expressly granted herein are reserved by Span.
Failure or delay by us to enforce any of these Terms & Conditions will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.
Headings and captions are for convenience only and are not to be used in the interpretation of these Terms & Conditions.
20. Electronic Communications
You are communicating with Span electronically when you use Span’s website or send email to Span. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you order on Span’s website, we collect and store your email address. From that point forward, your email address is used to send you information about Span’s products and services unless you opt-out of such emails using the opt-out link in the emails.
You may not transfer or assign these Terms & Conditions without the prior written consent of Span. Span may assign these Terms & Conditions without your consent.
22. Governing Law
These Terms & Conditions are governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for San Francisco, California for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in Section 22 below.
23. Dispute Resolution
All disputes of any nature arising out of or in connection with this Agreement shall be brought in the state or federal courts of competent jurisdiction located in San Francisco, California. Each Party submits to the exclusive jurisdiction of such courts and waives any objection to the proper venue of such courts.
(a) Informal Resolution
If you have any dispute with Span or any related third party, arising out of, relating to, or connected with the Products, you agree to contact Span at firstname.lastname@example.org; provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account); and give Span thirty (30) days within which to resolve the dispute to your satisfaction. If the parties do not reach an agreed upon solution within thirty (30), then either party may initiate binding arbitration as the sole means to resolve claims, in accordance with the provisions set forth below.
(b) Binding Arbitration.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU AND SPAN AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO YOUR USE OF THE SERVICES AND/OR PRODUCTS, TO THIS AGREEMENT, OR TO THE CONTENT, ANY RELATIONSHIP BETWEEN US AND/OR ANY RECORDING ON THE SERVICES AND/OR PRODUCTS SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, except that (1) you may assert claims in small claims court in your county of residence within the United States if your claims qualify; and (2) this agreement to arbitrate does not include your or Span’s right to seek injunctive or other equitable relief in state or federal court in San Francisco, California to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. The Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1, et seq., and federal arbitration law apply to this Agreement and govern all questions as to whether a dispute is subject to arbitration.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms & Conditions.
Before initiating an arbitration, you and Span each agree to first provide the other a written notice (“Notice of Dispute”), which shall contain: (a) a written description of the problem and relevant documents and supporting information; and (b) a statement of the specific relief sought. A Notice of Dispute should be sent to Span’s address, which is currently: 679 Bryant Street, San Francisco, CA 94107, Attention: Legal Department. We will provide a Notice of Dispute to you via the email address associated with your Span account.
Arbitration shall (1) be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules & Procedures then in effect (the “JAMS Rules”) and as modified by this agreement to arbitrate, including the rules regarding filing, administration, discovery, and arbitrator fees; (2) be conducted by a single, neutral arbitrator; and (3) take place in the city of San Francisco.
IF, FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE OUR RIGHT TO A JURY TRIAL. YOU THEREFORE UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND SPAN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION FOR ANY CLAIMS COVERED BY THIS AGREEMENT.
Span may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Span account, hard copy, or posting of such notice on the Span website. Span is not responsible for any automatic filtering you or your network provider may apply to email notifications. Span recommends that you add @span.io URLs to your email address book to help ensure you receive email notifications from Span.
If you have any questions about these Terms & Conditions or otherwise need to contact Span for any reason, you can reach us at email@example.com.