Terms of Service

These Purchase Terms & Conditions (the "Agreement") are by and between TritonWear Inc., an Ontario corporation ("TritonWear"), and you as the identified customer that has accepted this Agreement (the "Customer"). This Agreement is entered into as of the day that the Customer clicks the "accept" button (the "Effective Date").

RECITALS

WHEREAS TritonWear has developed a wearable device for aquatic athletes (the "Triton"). The Triton measures a swimmer's individual performance and may gather other analytics, and transmits that data (the "Data") in real-time to the TritonWear application (the "App") which is accessible on a tablet or other smart device. All key performance metrics are calculated, logged, and tracked on the App through unique swimmer profiles ("Profiles"); and

WHEREAS the Customer intends to purchase one or more Tritons pursuant to the electronic purchase confirmation or communication to which these Purchase Terms & Conditions are attached and have been accepted (the "Purchase Confirmation").

Article 1 – Capacity; Users

1.1 Capacity. The word "you" in this Agreement refers to the Customer. In accepting this Agreement you represent and warrant that you have the capacity to enter into a legal agreement in the province, state, territory or country in which you reside. If you do not have the capacity to enter into a legal agreement, you may not purchase the Triton and/or access to the App unless a parent or legal guardian agrees and consents to the terms herein on your behalf.

1.2 Users. You, as the Customer, acknowledge and agree that you will not cause or permit any Triton to be used by any individual except in connection with a properly created Profile in the name of such individual.

Article 2 – Scope

2.1 Purchase and Sale. TritonWear agrees to sell to the Customer, and the Customer agrees to purchase, the number of Tritons and Profiles as set forth in the Purchase Confirmation.

2.2 Profile Availability. TritonWear further agrees to make all Profiles purchased available promptly following shipment of the applicable Tritons as set forth in the Purchase Confirmation.

2.3 Priority of Terms. For the avoidance of doubt, if any terms in the Purchase Confirmation conflict with terms in this Agreement, the terms in the Purchase Confirmation shall control.

Article 3 – Price / Payment

3.1 Package & Pricing.

• In consideration of TritonWear's obligations under this Agreement, the Customer agrees to pay the purchase price set forth in the Purchase Confirmation (the "Purchase Price"), which includes the cost of the Triton and any fees for the period(s) of service. Unless otherwise stated, all prices are in United States Dollars.
• If you elect a Monthly service package, you will be required to pay on a monthly basis for the period set out in the Purchase Confirmation. No refund will be available for any advance payment.
• If you elect an Annual or Bi-Annual service package, you will be required to pay annually or bi-annually, in advance, for the period set out in the Purchase Confirmation. No refund will be available for any advance payment.
• If you fail to pay any portion of the Purchase Price in a timely manner, or attempt to terminate the Purchase Confirmation in advance of the completion of the Term, the fees for the remainder of the Term shall become immediately due and payable, together with any additional collection costs.
• In consideration of your payment of the Purchase Price, you will receive one (1) Triton unit in accordance with the service package option selected.
• TritonWear will arrange shipment as promptly as possible but does not guarantee any particular shipment date. Unless otherwise stated, any taxes or duties payable in connection with shipment are the responsibility of the Customer.
• If you elect to terminate this Agreement prior to shipment, you will not be entitled to a refund; provided, that if the Triton is not shipped within thirty (30) days from the date of your order (or the specified target date), you shall be entitled to terminate and will receive a full refund.
• Annual fees shall be in accordance with TritonWear's subscription pricing. Pricing may be adjusted from time to time, provided that any adjustment will be communicated to you at least two (2) weeks prior to the effective date.

3.2 Payment. Unless otherwise set forth in the Purchase Confirmation, payments will be due on the Effective Date and on each period following, based on the purchase period selected (monthly, annually, or bi-annually) so long as the subscription is maintained. All amounts are payable by credit card or bank transfer unless otherwise agreed in writing.

3.3 Additional Costs. You acknowledge and agree that you will be responsible for all shipping and handling costs, and for any duties, tariffs or other taxes payable in connection with the transactions contemplated in the Purchase Confirmation.

Article 4 – General Provisions

4.1 Warranty. Subject to the exceptions listed below, TritonWear warrants each Triton to be free from defects in material and workmanship for a period of one (1) year (the "Warranty Period") covering parts and labour from the date of shipment. THE CUSTOMER ACKNOWLEDGES THAT EXCEPT AS STATED ABOVE, ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED AND THE CUSTOMER ASSUMES ALL RISKS AND LIABILITY RESULTING FROM USE OF ALL GOODS.

4.2 Limitation of Liability. TRITONWEAR'S LIABILITY WITH RESPECT TO ANY TRITON AND THE APP IS LIMITED TO THE REPAIR OF ANY DEFECTS OR, AT TRITONWEAR'S OPTION, THE REPLACEMENT OF THE DEFECTIVE PRODUCT. IN NO EVENT SHALL TRITONWEAR BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES IN EXCESS OF SUCH REPAIR OR REPLACEMENT.

4.3 TritonWear IP. Each Triton and the App, and all intellectual property rights therein (including copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights, and all modifications, changes, enhancements, or additions thereto) are owned by TritonWear.

4.4 Aggregation of Data. The Customer grants TritonWear the right to anonymize the Data so that it does not identify specific individuals nor contains any personal and confidential information of the Customer ("Anonymous Data"). Customer agrees that TritonWear (i) will own the Anonymous Data, (ii) may create derivative works from and extract information from the Anonymous Data and combine it into Aggregate Data, to use on an Aggregate Basis in furtherance of TritonWear's current and/or future business activities, and (iii) may disclose and publish Aggregate Data to any party through any means. "Aggregate Basis" means combining information that does not contain any individual's name with other information from customers in a manner that does not disclose any individually identifiable information.

4.5 Marketing. The Customer agrees that TritonWear may exploit, publish and otherwise use the Customer's name, any names associated with purchased Profiles, and any logo, trademark or other Marketing Information in connection with the marketing of TritonWear and its business. The Customer hereby perpetually licenses to TritonWear the Customer's right, title and interest (if any) in such Marketing Information, and represents that it has the right to grant such license.

4.6 Term. The terms of this Agreement shall remain in effect unless one Party notifies the other in writing of termination at least 30 days prior to the effective date of such termination. If the Purchase Confirmation specifies a term of service, neither Party may terminate prior to that term. Upon termination by either Party, all unpaid charges become immediately due and payable. Except as set forth in Section 3.1, upon termination by the Customer, any amounts paid prior to termination shall be non-refundable.

4.7 Survival. The provisions of Articles 1 and 4 shall survive the termination of this Agreement.

4.8 Waiver; Amendment. No waiver, modification or amendment to any of the terms of this Agreement shall be effective unless agreed in writing by all of the Parties.

4.9 Assignment. The Customer may not assign any of its rights or obligations under this Agreement, whether by merger, consolidation, operation of law or otherwise; any attempted assignment shall be null and void and shall result in the termination of this Agreement.

4.10 Severability. If any part of this Agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.

4.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

4.12 Entire Agreement. This Agreement (including without limitation the Purchase Confirmation) constitutes the entire agreement between the Parties and supersedes all prior understandings, representations, warranties and agreements between the Parties relating to the subject matter hereof.

4.13 Language. The Parties have agreed that this Agreement and all notices or other communications to be given under or in connection with this Agreement shall be in the English language. Les parties aux présentes ont convenu que la présente entente et tous les avis ou autres communications qui seront donnés aux termes ou en rapport avec la présente entente seront rédigés en anglais.