Last Updated: February 7, 2022

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE LEGAL AGE TO FORM A BINDING CONTRACT WITH KRADO, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

Krado, Inc. (referred to as “Krado”, "us", "we", or "our" as the context may require) offers subscriptions to its comprehensive plant care system, which includes access to our plant database, our plant care platform, and our proprietary soil sensors (our “Sensors” and collectively, our “Products”). These Terms of Sale (these "Terms") apply to the purchase of subscriptions to our Products through this website. These Terms are subject to change by Krado without prior written notice at any time, in our sole discretion.

You must review these Terms prior to purchasing any Products made available to you by Krado. You are also subject to our Terms of Service www.krado.co/legal/terms-of-service, which apply to all users of our Service, whether or not they purchase a subscription to the Products.

By clicking the “Pay” button below or otherwise purchasing the Products and/or using the Products, you agree that you have read these Terms of Sale and are legally bound by these Terms of Sale, including the disclaimers, limitations of liability and indemnity obligations below. You may print these Terms of Sale by clicking the print button on your Internet browser.

Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. Your continued use or purchase of the Products after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

1. Purchasing a Subscription

Our Products are made available to you on an annual subscription basis. By subscribing to our Products, you will be granted access to our digital resources as well as our Sensors. Your subscription to our Products becomes active when we ship the Sensor(s) to you.

2. License

Krado hereby grants you a limited, non-exclusive, non-transferable right and license to use the Products for their intended purposes.

3. Pre-Orders

Krado may offer the option to pre-order Products that are in limited supply or which aren’t yet ready for shipment. These terms apply specifically to such pre-orders:

• When pre-ordering Products, you will be charged an initial deposit in the amount specified by Krado (“Pre-Order Deposit”). This deposit shall be credited toward the first year of your subscription to the Products. By placing a pre-order, you are committing to paying the remainder of the annual fee for a subscription to the Products (the “Subscription Fee”) when the Sensor is shipped to you.
• You or Krado may cancel your pre-order at any time before Krado ships the Sensors to you. Upon cancellation, you will receive a full refund of your Pre-Order Deposit.
• Any delivery dates provided at the time of your pre-order are an estimate only. Krado does not guarantee that you will receive the Products on any particular date. Krado may ship its Sensors in batches. Krado will ship the Sensors in order of its first pre-order to its last.
• You acknowledge and agree that Krado may decline or delay your access to the Products in order to avoid oversubscription or as it otherwise deems appropriate, provided that we will make efforts to inform you within two (2) weeks of our receipt of your pre-order, and that you will be entitled to a refund of your Pre-Order Deposit.
• If Krado is unable to commence shipping the Products on or before the one-year anniversary of your placing the pre-order, Krado shall offer you the option of (1) receiving a full refund of your Pre-Order Deposit and forfeiting your spot in line for the Products; or (2) not receiving a refund and continuing to wait until Krado can ship its Sensors to you.
• Krado reserves the right to offer and to cancel the pre-sale of its Products at its sole discretion.

4. Prices and Fees

You shall pay the amount designated on the Product purchasing page as the annual “Subscription Fee” in exchange for your access to the Products. Subscription Fees will be automatically charged to the credit card you keep on file with Krado. Krado may increase the Subscription Fee at any time under these Terms by sending you a notice via email used for purchasing the Products. General price changes during a subscription period will not affect you until the subscription renews. Upon renewal, such price changes shall be effective, and Krado shall charge you the modified fees accordingly. Regardless of your billing cycle, there are no refunds or credits for partial years of the subscriptions, plan downgrades, or refunds for unused time if you cease use of the Products before the end of the term for which you have paid.

PLEASE NOTE: This is a recurring subscription. You understand that until you terminate your subscription to the Products and return the Sensor(s) within your possession to Krado in accordance with these Terms, your subscription will automatically renew. You expressly agree that your payment method on file will be charged as long as you have an active subscription.

5. Shipment and Delivery of Sensors

Our Sensors are rented to you and not sold. You must return the Sensors to Krado upon the expiration or termination of your subscription as specified in these Terms. We will arrange for shipment of the Sensors to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order. Title and risk of loss pass to you upon our transfer of the Sensors to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

6. Krado Obligations

While your subscription to the Products is active, Krado will use commercially reasonable efforts to: (a) ensure that the Sensors materially conform to the specifications provided; (b) maintain the security of the Service; and (c) provide web-based support services to you in connection with the Products. You are solely responsible for obtaining, at your own cost and expense, the Internet connectivity needed to use the Products.

7. Updates

Krado may, from time to time, develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Products (“Updates”). Krado may automatically install the Updates on any embedded software contained in its Sensors. To the extent that Updates are made available through an App Provider, it is your responsibility to ensure that you obtain the latest Updates to the Products through such App Provider.

8. Trial Period

You may cancel your subscription to the Products at any time in the thirty (30) day period beginning when you receive your Sensor(s) (the “Trial Period”), provided that you mail your Sensor(s) in good working condition back to Krado within the Trial Period. Krado shall bear the costs associated with the return of the Sensor(s) within the Trial Period.

9. Termination and Return of Equipment

Upon termination of your subscription to the Products, you must return all Sensor(s) in your possession to Krado within thirty (30) days of the effective date of such termination. Except with respect to any warranty-related return, you are responsible for all shipping and handling charges on returned items unless otherwise specified. You bear the risk of loss during shipment. If you fail to return the Sensors within the time frame specified, Krado may charge you a fee.

10. Remedy for Defects

In the event that a Sensor experiences a defect in materials or workmanship, your sole remedy, and Krado’s sole liability, for such defect is the replacement of the Sensor with one that is properly functioning. Krado may require you to submit information and/or photographs to verify your warranty claim. This warranty is only effective while you have an active subscription to the Products.KRADO MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

SECTIONS 6 OF THE TERMS OF SERVICE www.krado.co/legal/terms-of-service SHALL APPLY TO THESE TERMS AND YOUR USE OF THE PRODUCTS. NOTHING HEREIN ENLARGES OR MODIFIES KRADO’S OBLIGATIONS UNDER THE TERMS OF SERVICE.

12. Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this paragraph is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

13. Waiver and Severability

No waiver of by Krado of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Krado to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

14. Entire Agreement

These Terms, along with our Terms of Service www.krado.co/legal/terms-of-service constitute the entire integrated agreement between you and Krado regarding any Product you purchase from us. These Terms supersede any prior agreements, negotiations, or understandings between you and Krado.