PROPHESEE-STORE

TERMS OF SERVICES

OVERVIEW

This website (“PROPHESEE-store”) is operated by PROPHESEE S.A., a company duly organized and existing under the laws of France, whose registered office is 74, rue du Faubourg Saint-Antoine, 75012 Paris, France (“Prophesee”). Throughout the site, the terms “we”, “us” and “our” refer to Prophesee. Prophesee offers the PROPHESEE-store, including all information, tools and Services available from this site to any legal entity such as a corporation, a limited liability company, an association, a public entity, a joint-venture, a foundation, or any other legal entity using this site and having the capacity to be legally bound by the foregoing (an “Entity” or “you”).

By visiting the PROPHESEE-store and/or purchasing something from us, you engage in our “Services” and agree to be bound by the following terms and conditions (“Terms of Services”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Services apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Please read these Terms of Services carefully before accessing or using the PROPHESEE-store. By accessing or using any part of the PROPHESEE-store, you agree to be bound by these Terms of Services. If you do not agree to all the terms and conditions of this agreement, then you may not access this website or use any Services.

Any new features or tools which are added to the current store shall also be subject to the Terms of Services. You can review the most current version of the Terms of Services at any time on this page. We reserve the right to update, change or replace any part of these Terms of Services by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.

SECTION 1 – ONLINE STORE TERMS

By agreeing to these Terms of Services, you represent (i) the Entity is duly organized, validly existing and in corporate good standing under its laws of residence, (ii) it has the corporate and legal right, authority and power to enter into this Terms of Services, (iii) it has taken all necessary action to authorize the execution, delivery and performance of the Services, (iv) it is intending to be bound and have caused these Terms of Services to be enforced as user of the PROPHESEE-store, (iii) it is not listed on any sanctions lists such as but not limited to U.S. Entity List specified in Supplement No. 4 to Part 744 of the Export Administration Regulations of U.S. government, US BIS DoC entities list and commerce control list (CCL), US OFAC list, the UN entities list, the European Counsel entities list, the register of the French fiscal administration (“Registre des gels et des avoirs de la Direction Générale du Trésor Public”).

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to export control or copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS

We reserve the right to interrupt or refuse Services to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any contact on the website through which the Services is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Services.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information, by e.g contacting store@prophesee.ai . Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 – MODIFICATIONS TO THE SERVICES AND PRICES

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Services (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Services.

SECTION 5 – PRODUCTS AVAILABILITIES, NO-WARRANTIES AND CHANGES

Products may have limited quantities. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer.

DUE TO THEIR NATURE OF PROTOTYPE AND NON-QUALIFIED AS INDUSTRIAL GRADE PRODUCTS, THEY ARE PROVIDED ON AN “AS IS” BASIS and Products are only subject to repair, replace or refund only according to our “RRR Commitment” as detailed in Section 6.2 of the “Specific Terms and Conditions of Sale Applicable to EVK4 HD”. In case of refund as result of the RRR Commitment process, you will be paid back on your original payment method within 10 business days, without further compensation nor indemnity for anyreason whatsoever, what you agree without reserve. Please remember it can take some time for your bank or credit card company to process and post the refund too. If more than 15 business days have passed since we’ve approved your return, please contact us at store@prophesee.ai .

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.

All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Services made on this site is void where prohibited.

SECTION 6 – PRODUCTS RESTRICTION IN USE, CUSTOMER CLEARANCE AND ORDER CANCELLATION

The Products are not qualified as industrial grade items and are supplied to you under the following conditions:

for internal evaluation by you only (“Evaluation”);
as supportive tool to you for facilitating your evaluation and conception of you own products with the Prophesee’s Event-Based Vision technology and Metvaision® intelligence software suite (“Development”) ;
for demonstrating and promoting your product resulting from such Evaluation and Development to their your own customers (“Demonstration”); and
not for commercialization, including, but not limited to, supply commercialized products to such customer.

Products are neither designed nor intended for use in weapons, military and space applications. By purchasing the Product, you represent and warrant that the Products shall not be used, directly or indirectly, in any activities related to the design, development, production, stockpiling or testing of any weapons, military or space applications.

Further and unless otherwise agreed and without the express written consent from Prophesee, you shall not and shall not cause or permit to:

to resale, distribute, transfer, export, re-export or lease the Product as standing alone device or in combination with any other items;
reverse engineer, disassemble, or otherwise perform analyses directed or intended at learning the technology, methodology, components, formula, processes, design, composition, construction or other information pertaining to the manufacture, characteristics or components of the Products, especially with respect to the hardware and software, or file formats, components or parts, tools or image processing of any Products;
reverse engineer, decompile, translate, adapt or disassemble, or in any way attempt to reconstruct or discover the hardware code or software code of the Product by any means whatsoever;
make any changes, alterations, modifications or improvements to the Product or any component thereof;
develop tools from the Product or use non-Prophesee approved tools, products or software with the Product; and
provide repair services for the Product.

Failing to comply with any of the restriction in use as set forth above, Prophesee shall automatically have the right to terminate the Contract and any pending Product delivery with immediate effect, without compensation to you, and you commit to indemnify Prophesee for any damages, loss and costs, including reasonable attorney fees, resulting thereof.

We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by i) dealers, resellers, distributors ; ii) any public or private Entity operating in the defense industry or holding combat powers, including their back-office functions engaged in administrative responsibilities (e.g. the Ministry of Defense); iii) any entity listed on any sanctions lists such as but not limited to U.S. Entity List specified in Supplement No. 4 to Part 744 of the Export Administration Regulations of U.S. government, US BIS DoC entities list and commerce control list (CCL), US OFAC list, the UN entities list, the European Counsel entities list, the register of the French fiscal administration (“Registre des gels et des avoirs de la Direction Générale du Trésor Public”).

We reserve the right to suspend the order acceptance, to postpone the Product shipment or to refuse any order you place with us in case we suspect, in our sole discretion, a non-compliance with the restrictions in use as above. In case of order acceptance suspension or cancellation, you we will notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. Further, we may ask you for information, representation, and evidence with respect to you and your intended use for clearance purpose and reserve the right to perform diligences.

We may, in our sole discretion, limit or cancel quantities purchased per person, per entity, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address.

In case we cancel an order as consequence of the clearance process as above, we will notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

As much as technically possible, your bank account will not be debited until we have accepted your order. However, in case your bank account would have been debited before we cancel the order as an outcome of the above clearance process, you will be refunded on your original payment method within 10 business days, without further compensation nor indemnity for anyreason whatsoever, what you agree without reserve. Please remember it can take some time for your bank or credit card company to process and post the refund too. If more than 15 business days have passed since we’ve approved your return, please contact us at store@prophesee.ai .

You agree to provide current, complete and accurate purchase and account information for all purchases made at PROPHESEE-store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 7 – OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Services.

SECTION 8 – THIRD-PARTY LINKS

Certain content, products and Services available via our Services may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Services.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You may not use a false e mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 – PERSONAL INFORMATION

Your submission of personal information through the PROPHESEE-store is governed by our Privacy Policy, which can be viewed here: /privacy-policy/

SECTION 11 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated.

SECTION 12 – PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Services, you are prohibited from using the PROPHESEE-store or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Services or any related website for violating any of the prohibited uses.

SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our Services will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

You agree that from time to time we may remove the Services for indefinite periods of time or cancel the Services at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Services is at your sole risk. The Services and all products and Services delivered to you through the Services are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall PROPHESEE-store, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, services providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Services or any products procured using the Services, or for any other claim related in any way to your use of the Services or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Services or any content (or product) posted, transmitted, or otherwise made available via the Services, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold harmless PROPHESEE-store and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, services providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Services or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 – SEVERABILITY

In the event that any provision of these Terms of Services is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Services, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Services are effective unless and until terminated by either you or us. You may terminate these Terms of Services at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Services, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Services shall not constitute a waiver of such right or provision.

These Terms of Services and any policies or operating rules posted by us on this site or in respect to the Services constitutes the entire agreement and understanding between you and us and governs your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Services).

Any ambiguities in the interpretation of these Terms of Services shall not be construed against the drafting party.

SECTION 18 – GOVERNING LAW AND JURISDICTION

These Terms of Services and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of France, without reference to its conflict of law principles. The provision of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Any dispute, controversy or claim arising out of or relating to these Terms of Services and their execution, which the parties fail to resolve in good faith within thirty (30) days after such dispute is first identified by either party in writing to the other, including any question regarding its validity, construction, existence or termination, shall be subject to the exclusive jurisdiction of the courts of Paris, France.

SECTION 19 – CHANGES TO TERMS OF SERVICES

You can review the most current version of the Terms of Services at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Services by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Services following the posting of any changes to these Terms of Services constitutes acceptance of those changes.

SECTION 20 – CONTACT INFORMATION

Questions about the Terms of Services should be sent to us at legal@prophesee.ai

Version 1.1 – Paris, July 2022