Agreement - MarkSetBot

MarkSetBot Standard Purchase, Bot-as-a-Service and Event Rental Agreement
Updated March 24, 2023

By placing an order, you understand the definitions below and agree to the following as well as the Terms and Conditions for all MarkSetBot products.

DEFINITIONS:
1. PARTIES: This agreement is entered into between one of the following parties: PURCHASER, BOT-AS-A-SERVICE Subscriber, or EVENT RENTAL Customer (henceforth each referred to as the PARTY) and MARKSETBOT (MSB).
2. AGREEMENT: PARTY agrees to acquire from MSB the BOT(s) and related products subject to the terms and conditions of this agreement. This Agreement is governed by and shall be construed in accordance with the laws of Detroit, Michigan, USA.
3. BOT(s): MSB provides robotic sailing marks, the software to operate them and related products through the following forms of transaction:
  1. PURCHASE: Customer acquires ownership of BOTS from MSB through a bill of sale for the agreed upon purchase price along with a subscription to the operating system which controls the BOTS and to a service protection plan.
  2. BOT-AS-A-SERVICE (BAAS): Customer acquires BOTS from MSB through BAAS; a multi-year subscription program that includes: the use of the BOTS, the operating system which controls them and a service protection plan.
  3. EVENT RENTAL: Customer acquires BOTS from MSB through a rental program that includes: the use of the BOTS, the cost of the operating system which controls them and a service protection plan. For an agreed upon additional fee and travel costs, MSB provides personnel to maintain and operate BOTS during an event.
4. SERVICE PROTECTION PLAN: MSB charges an additional monthly fee to provide: 1) Cloud access, 2) Software updates resulting from ongoing research and development, which ensure BOT performance is maximized 3) product support at a choice of levels and 4) worldwide cellular option.
5. PRICES: All prices are “FOB origin” in US Dollars. (See GENERAL TERMS, SHIPPING)
6. ONGOING SOFTWARE UPDATES: MSB continues to make changes to the software that improves the performance of the BOTS. These updates are made available as part of the PARTY’S Medallion Service Plan through MSB’s cloud-based access.
7. NEW FEATURE REQUEST: PARTY may request MSB to build out a feature to improve BOT features. Requests made by a PARTY with the Medallion Service Plan offering “PRIORITY” will be given preference.
8. TICKETS: MSB provides support for a specific request from the PARTY.
9. ADVANCED PART REPLACEMENT: In the normal course of part replacements, a PARTY must return their part before MSB ships the replacement. A PARTY with a Medallion Service Plan having the ADVANCE feature are shipped replacement parts as soon as they are requested.
10. ACCIDENTAL DAMAGE/EXTENDED COVERAGE: Extends coverage beyond the limited warranty. It allows PARTY one incident of accidental damage every year that the warranty is in effect. A $250 deductible applies to each incident.
WARRANTY:
1. PURCHASER: MSB comes with a one-year limited warranty that covers manufacture defects. Damage caused by extreme conditions (30+ knots of wind) or misuse is not covered under this warranty. The Minn Kota motor on the MSB comes with a 2-year warranty from Minn Kota. Extended Warranty is available at an additional cost.
2. BAAS Subscriber: MSB comes with a limited warranty for the duration of the subscription that covers manufacture defects. Damage caused by extreme conditions (30+ knots of wind) or misuse is not covered under this warranty. The Minn Kota motor on the MSB comes with a 2-year warranty from Minn Kota, which gets extended for BAAS subscribers for the duration of their subscription.
3. EVENT RENTAL Customer: MSB comes with a limited warranty for the duration of the rental that covers manufacture defects. Damage caused by extreme conditions (30+ knots of wind) or misuse is not covered under this warranty.
PROPER USE: You agree to accept liability for any harm or damage caused by the BOT. The BOT is not aware of its surroundings and will motor in the direction that you instruct it to go. You must only control it when you can see where it is and what/who is around it. Always switch off the battery before pulling the BOT out of the water to prevent injury if the prop engages.
INSURANCE:
1. MSB recommends that the PURCHASER have their insurance carrier provide liability coverage for BOTS like they would for other equipment the PARTY owns.
2. BOT-AS-A-SERVICE and EVENT RENTALS come with standard liability coverage. MSB recommends PARTY review the adequacy of coverage with their insurance provider.
3. More information on insurance can be found here: https://marksetbot.zendesk.com/hc/en-us/articles/360015370193-How-to-get-insurance-related-to-your-MarkSetBot-s-
GENERAL TERMS:
1. STARTING AND ENDING DATE OF AGREEMENT: This agreement begins on the day that the BOT is shipped and remains in force until BOT arrives back to MSB.
2. PAYMENT TIMEFRAME: The payment due date is 1 day prior to the shipment of the BOT.
3. NOTE: Shipment usually takes 5-7 days domestically, and longer overseas depending on customs and border protection regulations. So, pro-activity on the part of the PARTY and MSB is necessary in getting BOTS where they need to be, on-time. BOTS ABSOLUTELY WILL NOT BE SHIPPED UNTIL PAYMENT IS RECEIVED.
4. SECURITY DEPOSIT: BAAS subscribers and EVENT RENTAL customers will make a SECURITY DEPOSIT per BOT on the day prior to the shipment of the BOT. The security deposit is refundable at the end of the agreement period, less any penalties and excess wear and tear to BOTS and related equipment.
5. SHIPPING: The PARTY is responsible for paying the cost of shipping. “FOB origin” means the PARTY assumes liability for the goods as soon as the carrier/hauler picks up and signs for the shipment.
6. 60-DAY RETURN POLICY – PURCHASE and BAAS
  1. The PARTY can terminate their agreement at any point within 60 days by returning the BOT and paying a cancellation penalty and the cost of return shipping, both of which will be deducted from the original purchase price or security deposit refund.
  2. If the PARTY desires to return a BOT(s) to MSB, termination notification must be received within 60 days of the start date of the agreement.
  3. The BOT must be shipped in accordance with the section below titled RETURNING PROPERTY TO MARKSETBOT and with the understanding of the section titled DAMAGE TO MARKSETBOT PROPERTY.
  4. Cancellation penalties:
    1. When returning a PURCHASE, the penalty is $1000.
    2. When returning BAAS, the penalty is a forfeiture of the security deposit.
7. RECURRING PAYMENTS: All PARTIES are required to make recurring payments for their service agreement program. In addition, BAAS subscribers and EVENT RENTAL customers are required to make recurring payments for their BOTS and related products. In any of these situations the PARTY, at their option, may pay monthly, quarterly, semi-annually or annually. Payments may be made using credit card, bank checks, money orders, or wire transfers.
8. LATE PAYMENT AND ADDITIONAL CHARGES: If PARTY mails payment to MSB, the postmark date on the envelop is the date of payment.
  1. The PARTY will be accessed an additional 10% charge if fees are not paid by the due date.
  2. Fees not paid when due become additional charges for the next month’s fee.
  3. Any dishonored check shall be treated as unpaid payments and be subject to a handling fee of $30.
9. RETURN SHIPPING: The PARTY is responsible for paying the cost of return shipping. UPS is the recommended carrier. If there is interest in using another shipper, PARTY must reach out to MSB for acceptance. These circumstances must be agreed upon by MSB and the PARTY prior to movement of assets.
10. RETURNING PROPERTY TO MARKSETBOT: When the PARTY returns a BOT to MSB for any reason the PARTY is responsible for arranging shipping in accordance with the following:
  1. BOTS should be shipped (labels created, given to carrier) by the end of the first business day following the termination of the agreement period.
    Failure to return the BOT in a manner consistent with the above clause will result in the PARTY being charged a weekly late-return-fee of $250. This fee will be garnered from the refund due the purchaser, until the BOT is returned. In the event that charges incurred are greater than the security deposit, the PARTY will be billed separately.
  2. PARTY takes responsibility for proper packaging of BOTS before shipping and for securing insurance for damage in transit.
  3. DAMAGE TO MARKSETBOT PROPERTY: Any damage to BOTS and related products during the agreement period will be appraised and the cost to repair or cover devaluing of the BOT will be taken from the security deposit. Details on penalties can be found here. In the event that charges incurred are greater than the security deposit, the PARTY will be billed separately
Specific BOT-AS-A-SERVICE TERMS:
1. BAAS is a 3-year rental and service agreement program (subscription) with the options at the end of the term of:
  1. Getting a new BOT and renewing your subscription
  2. Purchasing your existing BOT or
  3. Returning your BOT and not renewing
2. When renewing your subscription at the end of the term you will receive a new BOT and return the old one. Your security deposit will be credited to your next subscription less any penalties or damages beyond normal wear and tear. See RETURNING PROPERTY TO MSB and DAMAGE TO MARKSETBOT PROPERTY above for details.
3. If you choose to purchase your BOT at the end of 3 years, the residual value is hereby established at 40% of the retail price at the STARTING DATE OF AGREEMENT.
4. If you choose to return your BOT and not renew, your security deposit will be returned less any penalties and damages beyond normal wear and tear. See RETURNING PROPERTY TO MSB and DAMAGE TO MARKSETBOT PROPERTY above for details.
5. If you cancel your service before the end of the term, you are responsible for 50% of all remaining recurring BAAS fees.
6. BAAS subscription is transferrable.
Specific EVENT RENTAL TERMS:
1. The normal rental rate is determined based on equipment selected by the PARTY.
2. An EVENT RENTAL period is agreed upon in advance.
3. When the PARTY chooses to keep the BOTS beyond the agreed upon period:
  1. The PARTY must give MSB at least 5-days written notice before the ending date of any renewal period.
  2. The EVENT RENTAL auto renews each month until the BOT is returned.
4. For penalties and terms related to returning property, see RETURNING PROPERTY TO MSB and DAMAGE TO MARKSETBOT PROPERTY above for details.
ALTERATIONS: The PARTY is not permitted to alter, in any way, the structure, mechanical or electrical of the BOT. The means needed to remedy any alteration performed by a PARTY will be appraised and taken from the security deposit or billed if necessary.
TERMS AND CONDITIONS: Use of BOTS is governed by the Terms and Conditions listed at this link.