Aira Access Terms and Conditions
Aira Access Standard Terms and Conditions
These Aira Access Standard Terms and Conditions (these “Terms”) set forth the terms and conditions upon which Aira Tech Corp., a Delaware corporation (“Aira”) will accept the undersigned purchaser’s (“Purchaser”) purchase order (the “PO”) for Aira Access (as defined below). Aira aids blind and low-vision persons (“Explorers”) by connecting them to a network of trained agents who can provide verbal descriptions of live video delivered to an agent by video-equipped smart glasses or a video smartphone app used by an Explorer (the “Service”). Aira offers a number of alternatives in paying for the Service, including (i) direct subscription payments from Explorers (“Subscription Access”) and (ii) third-party payment for specified uses of the Service by Explorers, such as use of the Service at a particular location or for a particular purpose (“Aira Access”).
- These Terms are effective as of the earlier of (i) the date of Purchaser’s signature hereto or (ii) the date on which Aira commenced providing the Services under the PO. Either party may terminate the Service to be provided under the PO upon ten days written notice to the other party. Upon such termination, only the obligation of Aira to provide the Service shall be terminated. These Terms survive any such termination.
- These Terms prevail over (i) any conflicting prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral and (ii) any of Purchaser’s general terms and conditions of purchase regardless whether or when Purchaser has submitted its purchase order or such terms. Fulfillment of Purchaser’s order does not constitute acceptance of any of Purchaser’s conflicting terms and conditions and does not serve to modify or amend these Terms.
- If the PO does not describe with sufficient specificity the locations or purposes for which Purchaser is purchasing Aira Access, Aira may rely on the descriptions of such locations and purposes separately provided by Purchaser or its representative.
- To the extent that Purchaser is purchasing a fixed number of minutes of the Service, any unused minutes remaining one year after the date of the PO shall expire automatically.
- Purchaser shall pay invoices issued by Aira within 30 days of the date of the invoice. Except for invoiced payments that the Purchaser has successfully disputed, all late payments shall bear interest at the lesser of the rate of 1% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Purchaser shall also reimburse Aira for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Aira does not waive by the exercise of any rights hereunder), Aira shall be entitled to suspend the provision of any Services if the Purchaser fails to pay any amounts when due. All payments are nonrefundable except in the case where Aira terminates this Agreement before it delivers Services covering the full amount of a payment or the Services purchased by Purchaser have expired. In such case, Aira will refund a pro-rata amount of any payments based on the amount of Services provided. Purchaser shall be responsible for all sales, 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 Purchaser; provided, that, in no event shall Purchaser pay or be responsible for any taxes imposed on, or regarding, Aira’s income, revenues, gross receipts, personnel, or real or personal property or other assets.
- No Guarantees; Reservation of Rights; Limitation of Liability
a. Aira does not represent, warrant or agree, and expressly disclaims any representation, warranty or covenant, that (i) the Services will meet any expectations of Purchaser or any Explorer, (ii) the Services will operate in combination with other hardware or software systems or data not provided by Aira, or (iii) the operation of the Services will be uninterrupted or error-free.
b. Aira shall not be liable or responsible to Purchaser, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Aira including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
c. Aira reserves the right to modify the scope of the Service and the manner in which it provides it at any time, without notice.
d. Aira is not a deposit taking institution and any deposits received are not covered by the Federal Deposit Insurance Corporation (“FDIC”) and are subject to total loss.
e. IN NO EVENT WILL AIRA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SERVICES UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THE MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE PO AND THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, OF THE UNEARNED REVENUE THEN OUTSTANDING.
7. Purchaser shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under the PO or these Terms without the prior written consent of Aira. Any purported assignment or delegation in violation of this section shall be null and void. Aira may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Aira’s assets without Purchaser’s consent.
8. These Terms are binding on and inure to the benefit of Purchase and Aira and their respective permitted successors and permitted assigns.
10. The PO and these Terms benefit solely Purchaser and Aira and their respective permitted successors and assigns. Nothing confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever.
11. These Terms and all related documents and all matters arising out of or relating to the subject matter hereof, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
12. Each of Purchaser and Aira irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to the Services, these Terms, and all related matters in any forum other than the United States District Court for the Southern District of California or, if such court does not have subject matter jurisdiction, the Superior Court of California – County of San Diego, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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Aira was purpose-built for someone who desires visual information about their surroundings. Our community consists largely of people who are blind or have low vision; if you would benefit from live, on-demand visual information, we’d love to talk with you.
Aira. The description of life.