TERMS OF SALE

ILUMI SOLUTIONS, INC. (“ilumi”) PROVIDES THE PRODUCTS DESCRIBED AND ORDERED ON ITS WEBSITE (www.ilumi.co) (“SITE”) BY THE PERSON ORDERING THEM (“YOU”) SOLELY ON THE TERMS AND CONDITIONS SET FORTH (a) BELOW (“TERMS OF SALE”), (b) IN THE COMPANY’S TERMS OF USE AT ilumi.co/Terms-of-Use, AND (c) IN THE ORDER AS DEFINED BELOW. THE TERMS OF SALE, TERMS OF USE, AND THE ORDER ARE REFERRED TO TOGETHER AS THE “AGREEMENT.” ANY SALE OF SUCH PRODUCTS IS ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THE AGREEMENT. BY CHECKING THE "ACCEPT" BOX ON THE ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY THE AGREEMENT; AND (B) REPRESENT AND WARRANT THAT: (a) YOU ARE 18 YEARS OF AGE OR OLDER OR OTHERWISE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (b) IF YOU ARE BUYING AS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY ON ITS BEHALF TO ENTER INTO THIS AGREEMENT AND BIND IT TO THE AGREEMENT’S TERMS.

APPLICABILITY

The Agreement includes the only terms which govern the sale of the goods (the “Product” or “Products”) from the Site. The Agreement also governs the warranty and return rights, remedies, limitations, and related other terms and conditions applicable to Products sold other than from the Site and for which the ilumi packaging specifically references these Terms of Sale. This Agreement is an agreement with respect to Products only, and there is no agreement or other obligation for the delivery of services related to the Products. The Products are agreed to be only goods identified for sale and sold to you directly through the Site by ilumi, and the goods sold by ilumi directly to you other than on the Site, in either case for your end-use and not for further distribution, that are packaged with specific reference to the applicability or these Terms of Sale.

DELIVERY

The Products will be delivered substantially as indicated in the Order, subject to any exceptions in the following.  ilumi is responsible to deliver the Products to the shipper designated in the Order or such shipper as is reasonably designated by ilumi, and the shipper will be responsible for shipment to you as specified in the Order. ilumi shall not be liable for any delays, loss or damage in transit, nor for the risk of loss from incorrect identification of delivery location by you. ilumi may choose to replace an Order at its discretion. The Products will be delivered within a reasonable time after the receipt of the Order, subject to availability of finished Products, except where a factor beyond Company’s reasonable control prevents or delays timely delivery. In the event that timely delivery is so prevented or delayed, Company will deliver the Products as soon as reasonably practicable thereafter.

NON-DELIVERY

ilumi shall not be liable for any non-delivery of Products (even if caused by ilumi’s negligence) unless you give written notice to ilumi of the non-delivery within 30 days of the date when the Products would in the ordinary course of events have been received. ilumi’s sole liability for non-delivery of Products shall be limited to replacing them within a reasonable time or adjusting the applicable invoice to reflect the actual quantity delivered.

TITLE AND RISK OF LOSS

Title and risk of loss passes to you on delivery of the Products to the shipper. 

AMENDMENT AND MODIFICATION

These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

45 DAY RETURN POLICY

(a) We want you to be a happy member of the ilumi nation.  If you are not satisfied with your ilumi Smartbulb purchased directly from the ilumi Site, you can request a return for Products purchased, within the 45 day period following the date of shipment by ilumi. If the Products are returned in original condition and in the original packaging in accordance with this policy, we will exchange it or offer a refund of the purchase price paid, which refund will be made by crediting the account used to make the original purchase. Each return must be approved in advance and accompanied by a Return Authorization Form, which may be obtained by contacting support@ilumi.co. The Product must be received by ilumi within 45 days after issuance of the Return Authorization Form.

(b) All returned Products must be packed in the original and unmarked packaging including any accessories, manuals, documentation, and registration that shipped with the Product. The Return Authorization Number must be included with the returned Product.

(c) Shipping and handling charges, gift wrap fees, and taxes paid (e.g., state, customs, VAT) are not refundable. You are responsible for and must prepay all shipping charges and you shall assume all risk of loss or damage to the Product while in transit to ilumi. If you return Product to ilumi (a) without a Return Authorization Form from ilumi, (b) beyond the 45 day Return Form issuance period, or (c) without proper packaging, ilumi retains the right to either refuse delivery of such return or charge you a restocking fee. The time to credit your account may vary, depending on processing time. Please allow a minimum of 6 weeks for ilumi to credit the account used to make the original purchase.

PRICE

The price for the Products shall be the price indicated on the Site, plus applicable taxes, all as indicated in the Order. You are responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by you under the Order. Additional duties and taxes (VAT) may also apply at the time of shipping and import of international Orders for which you are fully responsible for.

PAYMENT TERMS 

You shall pay all agreed amounts due to ilumi under the Order by online credit or debit card transaction, and ilumi is authorized to charge your credit or debit card immediately upon your online submission of the Order.  You agree not to withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with ilumi, whether relating to ilumi’s breach, bankruptcy or otherwise.

LIMITED WARRANTY

The following limited warranty applies only to ilumi Products, and not to the Site or your use of the Site. 

(a)            ilumi warrants the Products contained in the original packaging  against defects in materials and workmanship when used normally as directed for a period of TWO (2) YEARS from the date of original purchase by you ("Warranty Period"). ilumi’s published guidelines include but are not limited to information contained in packaging, labelling, technical specifications, user manuals and service communications.

(b)           This warranty does not apply to (i) cosmetic damage, including but not limited to scratches, dents and broken plastic; (ii) damage caused by use with another product; (iii) damage caused by accident, abuse, misuse, liquid contact, fire, earthquake or other acts of God; (iv) damage caused by operating the ilumi Products outside ilumi’s published guidelines including but not limited to the installation of ilumi in an outdoor setting for ilumi products not rated for outdoor use; (v) an ilumi Product that has been modified, disassembled, or altered in function or form without the written permission of ilumi; (vi) if any serial number has been removed or defaced from the ilumi Product.

(c)            Before receiving warranty service, ilumi or its agents may require that you furnish proof of purchase details, respond to questions designed to assist with diagnosing potential issues and follow ilumi's procedures for obtaining warranty service. This procedure includes the submission of the Return Authorization form, also known as an "RMA". By submitting an RMA request to receive warranty service, you are acknowledging that your ilumi has not been used in a manner that would void the limited warranty.

{C}{C}(d)           {C}{C}Following warranty service, your ilumi Product or a replacement product will be returned to you as your ilumi Product was configured when originally purchased, subject to applicable updates. Though you may be able to restore some programs and information to your ilumi Product through the use of ilumi Services, ilumi cannot guarantee nor can it be held liable for any loss of information stored on the ilumi Product or as part of ilumi Services, either as a result of or processing of a defective ilumi Product. Data and information are not covered under this warranty. 

HOW TO OBTAIN WARRANTY SERVICE?

To obtain service for a Product under warranty, please first look for a solution in the support section of the Site. If the Product is still not functioning properly after making use of these resources, please contact an ilumi representative at support@ilumi.co. An ilumi representative will help determine whether your Product requires service and, if it does, will inform you how ilumi will provide it.

ADDITIONAL LEGAL RIGHTS FOR CONSUMERS

For consumers, who are covered by consumer protection laws or regulations in their country of purchase or, if different, their country of residence, the benefits conferred by ilumi's Two Year Limited Warranty are in addition to all rights and remedies conveyed by such consumer protection laws and regulations, including but not limited to these additional rights.

EXCLUSIVE REMEDIES

You acknowledge and agree that 40-Day Return Policy and the Limited Warranty and related remedies in Sections 6, 9, 10 and 11 above are is your exclusive remedies for the delivery of any nonconforming Product. Except as provided in those Sections, all sales of Products to you are final and you have no right to return Products purchased under this Agreement to ilumi.

 LIMITATION OF LIABILITY

(a)           EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ILUMI IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, COMPROMISE OR CORRUPTION OF DATA; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF RECOVERING, PROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA STORED IN OR USED WITH THE ILUMI PRODUCT OR ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF INFORMATION STORED IN THE ILUMI PRODUCT.

(b)           THE FOREGOING LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS, OR ANY STATUTORY LIABILITY FOR INTENTIONAL AND GROSS NEGLIGENT ACTS AND/OR OMISSIONS. ILUMI DISCLAIMS ANY REPRESENTATION THAT IT WILL BE ABLE TO REPAIR ANY ILUMI PRODUCT UNDER THIS WARRANTY OR REPLACE THE ILUMI PRODUCT WITHOUT RISK TO OR LOSS OF INFORMATION STORED ON THE ILUMI PRODUCT.

(c)            SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

(a)            IN NO EVENT SHALL ILUMI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY YOU OR COULD HAVE BEEN REASONABLY FORESEEN BY YOU, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)           IN NO EVENT SHALL ILUMI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD UNDER THE APPLICABLE ORDER.

(c)            The foregoing limitations of liability above shall not apply to (i) liability resulting from ilumi’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from ilumi’s acts or omissions.

COMPLIANCE WITH LAW

You agree that you are purchasing the Products for end-use purposes only, and not for commercial distribution or resale. You agree to comply with all applicable laws, regulations and ordinances. You agree comply with all export and import laws of all countries involved in the sale of the Products under this Agreement. You assume all responsibility for shipments of Products requiring any government import clearance. You may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.

WAIVER

No waiver by ilumi of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ilumi. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege here-under precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

FORCE MAJEURE

ilumi shall not be liable or responsible to you, 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 ilumi 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.

ASSIGNMENT

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

RELATIONSHIP OF THE PARTIES

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

NO THIRD-PARTY BENEFICIARIES

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

GOVERNING LAW

All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

SUBMISSION TO JURISDICTION

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America located in the Northern District of Texas or the courts of the State of Texas located in Collin County, Texas, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Sale in your country of residence or any other relevant country. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

SEVERABILITY

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

SURVIVAL

Provisions of these Terms of Sale which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Order including, but not limited to, the following provisions: Compliance with Laws, Governing Law, Submission to Jurisdiction and Survival. 

Terms of Sale Updated May 1, 2017