Subscription Policy

Subscription & Product Sales Agreement
This customer agreement (the “Agreement”) is entered into as of the date stated in this Agreement by and between Clevertone, Inc. (Florida Corporation), and its affiliates, whole sites, clevertone.com, algorip.com, software, services, as well as DBAs, associated organizations, holdings, and any other sister companies, with its principal office located at 78 SW 7th Street Miami FL. 33130 (the “Company,” “Us,” and “We”), and the company mentioned in the order, invoice, or work statement, undersigned in this Agreement (the “Customer”). In addition to the terms herein, this Agreement incorporates the website’s standard Terms & Conditions as may be amended from time to time by the Company.

Services & Products Provided
Services: The Company agrees to provide the Customer non-exclusive access to services under the Company's software, applications, or hardware as listed and stated in the order, invoice, or work statement herein (the “Services”).
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Products: For one-time product orders, including but not limited to Services associated hardware and Future Assistance devices (the “Products”), the Company agrees to manufacture, customize (if applicable), and deliver the products as specified in the Customer's order or invoice.

Fees and Payment
The Customer shall pay the Company all the fees set forth and listed in this Agreement for both services and products.

Payment terms include:
Services Subscription: Fees are based on the subscription purchased and not actual usage. Quantities purchased cannot be decreased during the subscription term.

Product Purchases: For one-time product orders, Company can provide split payment options. Payment terms for customization, shipping, maintenance, and additional features will be specified in the order, invoice, or work statement herein.

Product Customization and Maintenance
- Customization: Custom features requested for Products must be detailed in the order or invoice. Customers acknowledge that custom products may extend delivery timelines. Customizations are non-refundable.
- Maintenance and Support: The Company provides optional maintenance plans for Products, as outlined in the invoice. Maintenance fees are non-refundable and do not cover damages caused by misuse or unauthorized modifications.

Shipping and Delivery
- Shipping Terms: The Company will arrange for the shipping of Products using a carrier of its choice unless otherwise agreed upon in writing. Shipping fees, including any applicable taxes, tariffs, or duties, will be borne by the Customer.
- Delivery Timeline: Estimated delivery dates will be provided but are not guaranteed. The Company is not liable for delays caused by third-party carriers or events outside its control.
Risk of Loss: Ownership and risk of loss for products transfer to the Customer upon delivery by the carrier.

Hardware Setup and Operation
- Installation and Setup: Customer is responsible for the proper installation and setup of the Products as per the provided instructions. If professional installation or setup is required, additional fees will apply, and the Customer must coordinate with the Company to schedule these services.
Operational Guidelines: Customers must follow all operational guidelines provided in the user manual to ensure the proper functioning and longevity of the device.
- Content Modification: Customers may not modify, distribute, or use any content pre-loaded on the devices -including but not limited to images, videos, or software, that represent intellectual property of the Company or its licensors- for purposes outside the intended use of the device without prior written consent from the Company.
Firmware and Software Updates: The Company may release firmware or software updates to enhance the device's functionality. It is the Customer’s responsibility to install these updates to maintain compatibility and security.
- Compatibility Disclaimer: The Company does not guarantee compatibility of the device with third-party software or hardware not explicitly approved or recommended by the Company.
Safety Compliance: The Company Products complies with all applicable safety standards. Customers are responsible for ensuring safe use and compliance with local regulations regarding device operation, particularly in public or commercial spaces.
- Indemnification: Customer agrees to indemnify and hold the Company harmless for any damages or liabilities arising from improper use, installation, or operation of the Products.

Hardware Warranty and Liability
- Limited Warranty: The Company warrants that products will be free from material defects in materials and workmanship for a period of 12 months from the delivery date. This warranty is voided if the product is altered, misused, or damaged by external causes.
- Replacement or Repair: If a product is deemed defective within the warranty period, the Company will, at its sole discretion, repair or replace the defective product.
Limitation of Liability: The Company’s liability for defective products is limited to the replacement or repair of the product. The Company is not responsible for indirect, incidental, or consequential damages arising from the use of the products.
- Excluded Damages: The warranty does not cover damages resulting from exposure to extreme environmental conditions, power surges, unauthorized repairs, or modifications to the device.Credit Card Authorization
The Customer undersigned hereby authorizes the Company to charge the agreed amount listed in this Agreement to its credit card consigned herein. Customer agrees to pay for this purchase by issuing a bank cardholder agreement. Company charges and collects in advance for the use of these Services. Customer will be billed at the date of subscription or as stated in the order, invoice, or work statement as calculated from the payment received date. Company charges for the Products according to the outlined in the order, invoice, or work statement herein.

Subscriptions License Terms
This Agreement will be in force for a term and tenure as outlined in the order, invoice, or work statement and continuing from the date stated on the terms and fees unless canceled with a written notice within 30 days of the contract terms end. No cancellations or refunds will be permitted upon executing this agreement once the credit card is successfully charged.

Proprietary Rights and Licenses
Subject to the limited rights expressly granted hereunder, Clevertone, its Affiliates, its licensors, and Content Providers reserve all of their right, title, and interest in and to the Services and Products, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth.Confidential Information
The Parties agree to maintain the confidentiality of all information related to this Agreement and to not disclose any confidential or proprietary information (‘’Confidential Information’’) of each other to any third party without prior written consent. Each party retains all ownership rights in and to its Confidential Information. The receiving party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to not use any Confidential Information of the disclosing party for any purpose outside the scope of this Agreement. These confidentiality terms apply to all transactions, whether for Services or Products. Both parties agree to protect the proprietary and confidential information shared under this Agreement.

Cancellation and Refunds
- Services: Subscriptions may be canceled with written notice 30 days prior to the end of the contract term, failing which can lead to auto charging the subscription fees. No cancellations or refunds are permitted for ongoing subscriptions after the credit card is successfully charged.
- Products: One-time product orders can only be canceled prior to production or shipping. Once production begins or shipping is initiated, cancellations or refunds are not permitted.

Governing Law
This Agreement shall be governed in all respects by the laws of the State of Florida, USA, which shall be applied without reference to any conflict-of-laws rule under which different law might otherwise be applicable. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any purchases or transactions entered into pursuant to this Agreement. Venue for any lawsuits brought by the parties to this Agreement against each other regarding or as a result of this Agreement shall be proper only in an appropriate Florida State Court or the United States District Court for the District of Broward, Fort Lauderdale, Florida. Customer hereby submits itself to the exclusive jurisdiction of said courts and consents to service of process by confirmed facsimile transmission or commercial courier (with written verification of receipt returned to the sender).

Authorization
The Customer hereby authorizes the Company to charge any extra fees generated for any additional services that exceed the volume selected in this section to the credit card set forth in this document.All agreements are transferable and fully enforceable in case of a transfer of ownership (sale, acquisition, merger, etc.) by either Company or Customer. By e-signing below, you indicate that you have accepted the terms and conditions of this legal Agreement.