Legal

General Terms and Conditions (GTC)

PLEASE READ THESE TERMS OF USE ("GTC") CAREFULLY. This website and the information contained on it are controlled by Kilo. These Terms of Use govern the use of the website and apply to all internet users who visit the website by accessing or using the website in any manner, including the services and resources available on or enabled via the website.

BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE, AND/OR PLACING AN ORDER THAT REFERS TO THESE TERMS, YOU CONFIRM THAT (1) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE OF THE MINIMUM AGE REQUIRED TO ENTER INTO A LEGALLY BINDING CONTRACT WITH Kilo, AND (3) YOU HAVE THE AUTHORITY TO ACCEPT THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU IDENTIFIED AS THE USER AND TO BIND THAT ENTITY TO THESE TERMS OF USE.

Section 1: Definitions/General Introduction

1.1 "Kilo" means Chirp USA, LLC, a Florida limited liability company doing business as Kilo, with its principal place of business at 336 E. College Ave, Suite 301, Tallahassee, FL 32301 USA.

1.1.1 "Kilo Electronics" means Kilo IoT GmbH, a German company that distributes hardware and operates the Kilo Electronics online store.

1.2 "Service" means any service and/or hosted software application provided by Kilo via the website, including but not limited to the Kilo API, the Kilo Cloud, connectivity services, and any other software services offered by Kilo via the website.

1.3 "You" means you or the legal entity you identified as the user when registering on the website and/or when purchasing products.

1.4 "Products" means the physical/tangible products manufactured and sold by Kilo, including but not limited to Kilo devices, electronics, accessories, and kits.

1.5 "Third-Party Product" means any application, website, API, product, software, equipment, or hardware that is created, produced, or provided by someone other than Kilo.

1.6 "Website" means any web domain owned by, operated by, or branded with Kilo.

1.7 "Project-Share Website" means any website owned by Kilo that enables users to share information and details of their own projects and/or products. Information may include code, design specifications, photos, and/or personal details. The Project-Share Website is also part of the "Services."

1.8 "Kilo API" means any application programming interface (API) operated and provided by Kilo, including the REST (Representational State Transfer) API (for communication with servers, software developers, web applications, and mobile applications) and any other APIs provided by Kilo.

1.9 "Order" means a written order for products and/or services mutually agreed upon by Kilo and you that references these Terms of Use.

Section 2: Updates & Supplementary Terms

2.1 Your use of certain services may be subject to additional terms ("Supplementary Terms") that are either listed in these Terms of Use or presented to you for acceptance when signing up for the respective service. If the Terms of Use conflict with the Supplementary Terms, the Supplementary Terms take precedence. The Terms of Use and all applicable Supplementary Terms together are referred to as the "Terms."

2.2 The Terms of Use refer to our Privacy Policy, which also applies to your use of the Services.

2.3 PLEASE NOTE THAT THE TERMS MAY BE CHANGED AT ANY TIME AT Kilo's SOLE DISCRETION. If changes are made, Kilo will provide a new version of the Terms of Use on the website, and all new Supplementary Terms will be made available within or through the affected service on the website. We will also change the "Last Updated" date at the beginning of the Terms of Use. Kilo may require you to agree to the updated Terms in a specific manner before further use of the website and/or services is permitted. If, after receiving notice of such changes, you do not agree to the changes, you must stop using the website and/or the services. Otherwise, your continued use of the website and/or services will constitute acceptance of the changes.

Section 3: Account Creation & Use

3.1 To access certain services, you must create an account with Kilo using a valid email address and password (an "Account").

3.1.1 By creating an account, you confirm that all information you provide at registration is accurate and complete. You also confirm that you (1) are at least 13 years of age, and (2) are entitled to use these services legally in the United States and other countries and are not prohibited from doing so by legal provisions.

3.1.2 Only one account may be created per unique email address.

3.1.3 You are responsible for maintaining the confidentiality of your login credentials and bear full responsibility for all activities in your account as well as for all activities, communications, or conduct that occur under your account or with products and services associated with your account.

3.1.4 You agree to notify Kilo promptly if you have reason to believe that your account has been compromised or you suspect unauthorized access to your account. Kilo cannot and will not be liable for any loss or damage arising from your failure to comply with the foregoing requirements.

3.2 After creating an account, you may connect certain products and third-party products to your account in order to use specific services provided by Kilo ("Connected Products"). You hereby grant Kilo the right to access, interact with, and otherwise use all Connected Products to provide the services to you. Such interactions and uses may include reading data from sensors, controlling physical actuators, and other interfaces to the physical world. Once you have set up this account, Kilo will continue to have access to Connected Products until you expressly revoke access by changing your settings or by closing your account.

3.3 Kilo reserves the right to revoke your access to your account and/or suspend the services if it believes that you (1) are engaging in activities that violate these Terms, or (2) are engaging in unauthorized or illegal activities.

3.4 After the initial setup of the account, these Terms are binding on all active users of products or services. You, the account holder, remain responsible for all Connected Products, including access to or use of Connected Products by end users of your account. All end users of your account are subject to and bound by these Terms.

3.5 You are solely responsible for informing all persons and/or entities to whom you grant access to Connected Products about their responsibilities and obligations under these Terms. You agree to indemnify, defend, and hold harmless Kilo and its affiliates and their respective officers, directors, employees, contractors, agents, successors, and assigns (collectively, the "Kilo Parties") from and against any and all damages, liabilities, losses, judgments, settlements, penalties, costs, and expenses (including reasonable attorneys' fees) ("Losses") incurred by the Kilo Parties in connection with or arising out of your breach of this section.

3.6 You are solely responsible for your Connected Products and related issues. You acknowledge and agree that you must obtain all required certifications or approvals for all Connected Products before using our services. If your Connected Products do not comply with applicable certifications or approvals, Kilo reserves the right to suspend our services for such Connected Products and to block them from our networks.

Section 4: Use of Kilo Products & Services

4.1 You agree to comply with all applicable local, state, national, foreign, and international laws and regulations regarding your access to and use of the products and services provided by Kilo.

4.2 You further agree not to use the products or services to: (a) interfere with or disrupt the services, servers, or networks connected to the services, or violate the requirements, procedures, policies, or regulations of networks connected with the products or services; (b) engage in or facilitate illegal or fraudulent activities; (c) gain unauthorized access to accounts, materials, information, computer systems, networks, or devices owned or controlled by Kilo or any other party, including through password mining or other means; (d) violate, circumvent, or tamper with the services' encryption codes or technological protection measures; (e) solicit personal information from persons under 18 years of age; (f) provide remote monitoring for life-sustaining medical care without appropriate authorization; (g) use the service to transmit obscene or unlawful information or content; or (h) monitor third parties without their express permission.

4.3 You acknowledge and agree that you are solely responsible for complying with all legal, regulatory, and safety requirements regarding your products and projects and any use of the products or services. By creating products and projects using Kilo products and services, you represent and warrant that you have the necessary expertise to: (1) create and implement safeguards that anticipate hazardous consequences of failures; (2) monitor failures and their consequences; (3) reduce the likelihood of failures that could cause harm; and (4) take appropriate remedial actions. The products and services are not intended for military, aviation, space, life-saving, or life-sustaining applications, and you agree not to use them for or in such applications. You agree to indemnify, defend, and hold the Kilo Parties harmless from all Losses arising from your use of the products or services in connection with military, aviation, space, life-saving, or life-sustaining applications.

4.4 Kilo may provide opportunities to interact with, interface to, and use Third-Party Products.

4.4.1 These Third-Party Products are provided by third parties ("Third-Party Providers"), and Kilo does not own or control these Third-Party Products. You acknowledge and agree that Kilo is not responsible or liable for the quality, nature, reliability, accuracy, completeness, timeliness, truthfulness, or legality of Third-Party Products. Furthermore, you understand that access to and use of Third-Party Products, including their availability and uptime, are determined solely by the respective Third-Party Providers. Kilo will not be liable to you for the unavailability of Third-Party Products or for decisions by a Third-Party Provider to discontinue, suspend, or terminate access to Third-Party Products.

4.4.2 You hereby release the Kilo Parties from all Losses, including personal injury, death, and property damage, directly or indirectly related to or arising from (1) the conduct or actions of Third-Party Products or the corresponding Third-Party Providers, or (2) your use of the Third-Party Products. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor." The foregoing waiver does not apply to claims, demands, or losses.

4.5 The services provided by Kilo may enable you to access and use the Kilo APIs, including the REST API (Application Program Interface) and Socket API, to control, access, or provide access to your account and connected products. You are permitted to use the Kilo APIs solely for the purpose of accessing and using the services for your internal business purposes. Abuse of or excessively frequent requests to the Kilo APIs may result in temporary or permanent suspension of your account's access to the API and other services. Kilo reserves the right, at its sole discretion, to determine abuse or excessive use. Kilo also reserves the right to modify or discontinue your access to the API (or any part of the services), temporarily or permanently, with or without prior notice.

4.6 If you choose to update the firmware of products with code not provided by Kilo, you acknowledge that the code and the results are your responsibility.

4.7 You may not: (a) modify, translate, adapt, merge, create derivative works from, disassemble, decompile, recompile, or reverse-engineer the Kilo website, products, Kilo APIs, or services; (b) access the Kilo website or services to build a similar or competing website, application, or service; (c) (i) interfere with or overburden any computer or server used to provide or support the services, or (ii) interfere with or assist in interfering with others' use of the services; (d) conduct any kind of attack, including but not limited to spreading a virus, denial-of-service attacks on the Kilo website or services, or other attempts to disrupt the Kilo website or services or others' use or enjoyment thereof; (e) attempt to gain unauthorized access to the Kilo website or services, to accounts registered to others, or to the computers, servers, or networks connected to the Kilo website or services, other than through the user interface provided by Kilo; (f) attempt to probe, scan, or test the vulnerability of the Kilo website or services or to circumvent security or authentication measures; or (g) circumvent, bypass, remove, disable, impair, decrypt, or otherwise defeat technological measures implemented by Kilo or any of its providers or any other third party to protect the Kilo website and/or services.

4.8 You acknowledge and agree that: (a) you will comply with all applicable laws, rules, and regulations regarding your use of the Kilo website, products, APIs, and services; (b) your access to and use of products or services, or any part thereof, may be withdrawn or suspended to ensure compliance with applicable laws, rules, and regulations; (c) you will not use the products or services to send offensive, abusive, threatening, obscene, annoying, incendiary, panic-inducing, or otherwise unlawful communications; or (d) access, transmit, publish, display, advertise, or make available material that infringes copyrights or other intellectual property rights in any country, is obscene or pornographic, contains threats of any kind, is defamatory or breaches confidentiality, is illegal, or violates the rights of third parties.

4.9 The Kilo website, products, APIs, and services are the sole and exclusive property of Kilo and its suppliers. Except as expressly set forth herein, no further rights are granted to you.

4.10 You hereby grant Kilo a non-exclusive, transferable, sublicensable (through multiple tiers), irrevocable, royalty-free, and fully paid right and license to access and use any data, information, files, or other content ("Your Data") that you or end users of connected products upload, transmit, provide, submit, or otherwise make available (collectively, "Make Available") to Kilo through the services, for the purpose of providing the services. Kilo acknowledges and agrees that, as between you and Kilo, you are the sole and exclusive owner of Your Data. You represent and warrant that you have provided all required notices and obtained all rights and consents necessary to grant Kilo the foregoing license.

4.11 Kilo will use Your Data only in accordance with its Privacy Policy.

Section 5: Kilo Website and User Content

5.1 By submitting content to the Kilo website or other public websites operated by Kilo (such content, "User Content"), you hereby grant Kilo and its affiliates and partners an irrevocable, non-exclusive, sublicensable (through multiple tiers), royalty-free, fully paid, worldwide license to reproduce, distribute, publicly display and perform, create derivative works of, incorporate into other works, and otherwise use your User Content solely for the purpose of including your User Content on the Kilo website, providing services, and for Kilo's PR and marketing activities. You agree to irrevocably waive (and to ensure that there is a waiver of) any and all claims and assertions of moral rights or attribution with respect to your User Content.

5.2 When you submit User Content to the Kilo website, you acknowledge that this website is public and that such content may be accessed by other users of the Kilo website.

5.3 You acknowledge that there may be unintentional overlaps between your ideas and Kilo's current product development and that of Kilo's partners and affiliates. If Kilo or Kilo's partners and affiliates introduce a product or service similar to an idea submitted on the Kilo website or another website, you understand and acknowledge that any similarity is unintentional, and you release Kilo from all claims of infringement.

5.4 Kilo reserves the right to delete User Content from the Kilo website that it deems inappropriate. Kilo makes no representation that User Content will never be deleted or removed in the future if the website is discontinued or not further operated. Therefore, please ensure that you create backups.

5.5 When you upload User Content to the website or services, you will be asked to select a secondary copyright license that applies in addition to the license you grant to Kilo and its affiliates and partners. You will then be asked to choose a secondary license that governs how other users of the website or service may use your User Content.

Section 6: Purchase and Payment Terms

6.1 Purchases via the Kilo Electronics online store at kiloelectronics.com ("Store") are made with Kilo Electronics and are governed by Kilo Electronics' separate terms and conditions. These Terms do not apply to Store purchases.

6.2 You agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time the fees are due, or as otherwise set forth in a valid Order. You must provide Kilo with a valid credit card (Visa, MasterCard, or another card accepted by Kilo) ("Payment Provider") or purchase order information as a condition to signing up for the services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not these Terms to determine your rights and obligations. By providing your credit card number and associated payment information to Kilo, you agree that Kilo is authorized to immediately invoice your account for all due and payable fees and charges in accordance with these Terms and that no additional notice is required. You agree to promptly notify Kilo of any changes to your billing address or the credit card used for payment. Kilo reserves the right to change its prices and billing methods at any time, either by posting immediately on the website or by sending an email to you.

6.3 You are responsible for paying the then-applicable fee for services (each, a "Service Subscription Fee") upon creation of your account and selection of your monthly or annual package, as applicable, or as otherwise set forth in a valid Order (each, a "Service Start Date"). Unless otherwise set forth in these Terms or a valid Order, all fees for the services are non-refundable. No contract exists between you and Kilo for the services until Kilo accepts your order via confirmation email, SMS/MMS message, or another appropriate means of communication.

6.4 Your subscription will continue indefinitely until terminated in accordance with these Terms or as set forth in a valid Order. Unless otherwise specified in a valid Order, after your initial subscription term and again after each subsequent subscription term, your subscription will automatically commence on the first day after the end of that term (each, a "Renewal Start Date") and continue for an additional equivalent term at Kilo's then-current price for such subscription. Unless otherwise set forth in a valid Order, you agree that your account is subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Start Date (or, if you receive notice from Kilo that your subscription will automatically renew, you have thirty days from the date of Kilo's notice). If you do not want your account to renew automatically, or if you want to change or cancel your subscription, please contact Kilo at [email protected]. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. You will not, however, be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Kilo to charge your Payment Provider now and again at the beginning of each subsequent subscription period. Upon renewal of your subscription, if Kilo does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that Kilo may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your account will be activated, and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment is received).

6.5 Kilo reserves the right to charge you any overage fees that have been incurred or arisen in accordance with your Order. You acknowledge and agree that overage fees may not be billed in the month of usage and that Kilo's failure to timely bill or invoice for overages and related fees does not provide you with a basis to dispute payment of such fees.

6.6 Kilo reserves the right to change network operators, network access, and tariff plans at any time. If a network operator's rates for network operator services, network access, and/or tariff plans are increased by the respective network operator or service provider, Kilo reserves the right to increase its fees upon notice to you.

Section 7: Warranty; Disclaimer

7.1 Except as set forth below in Section 7.4, Kilo DOES NOT WARRANT that: (i) services and products will meet your specific requirements, (ii) services and products will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the services and products will be accurate or reliable, (iv) the quality of services, products, information, or other material purchased or obtained through Kilo will meet your expectations, and (v) any errors in the service or products will be corrected.

7.2 Services may be subject to sporadic interruptions and outages due to various reasons beyond Kilo's control, including but not limited to network interruptions, service provider uptime, mobile notifications, and network carriers, among others. You acknowledge these limitations and agree that Kilo is not responsible for damages allegedly caused by the failure or delay of the services.

7.3 You acknowledge that Kilo uses third-party service providers to enable aspects of the services and products—such as, but not limited to, data storage, synchronization, and communication over third-party servers and mobile device notifications via mobile operating system providers and mobile network operators—and that Kilo does not control and is not responsible for the acts or omissions of such third-party service providers.

7.4 If Kilo ceases its business operations or a petition in bankruptcy or an insolvency proceeding is filed against it that is not dismissed within sixty (60) days, Kilo warrants that its services will remain active. All pricing and service contracts will be fulfilled by Kilo's service providers at the same prices and terms as transmitted by Kilo. Kilo will use best efforts to transfer full rights to its licenses and agreements to you, insofar as they relate to the services provided by Kilo.

Section 8: Limitation of Liability

8.1 You expressly agree that neither Kilo nor its suppliers shall be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if Kilo has been advised of the possibility of such damages), arising from: (i) the costs of procuring substitute products or services, (ii) interruption of use or loss or corruption of data, (iii) acts or decisions of third parties using the services or products, (iv) interruption of access to or inability to access the services, (v) access, whether authorized or unauthorized, to your data or your devices (Kilo products or otherwise) that use the services, (vi) your use of the services (including APIs or third-party products that access data via the APIs) or products.

In no event shall the total liability of Kilo or its suppliers to you exceed an amount equal to the sums you paid during the six (6) months immediately preceding the event(s) giving rise to liability.

8.2 Force Majeure: Kilo shall not be liable for delays in processing or other failures to perform caused by events such as fires, telecommunications failures, utility failures, power outages, equipment failures, labor disputes, riots, war, terrorist attacks, failure of suppliers or subcontractors, acts of God, or other causes beyond Kilo's reasonable control.

8.3 You expressly agree that you have no contractual relationship with any underlying third-party provider of wireless services or with its affiliates or contractors (collectively, "Carriers"), and that you are not a third-party beneficiary of any agreement with any such underlying carrier. To the extent permitted by law, you hereby waive any and all claims or demands with respect thereto. You expressly release each carrier from any liability in connection with Kilo's services and products and agree not to bring any legal action against a carrier arising out of or relating to Kilo's services or products. In the event of a breach of this obligation not to sue, you agree to indemnify Kilo to the fullest extent permitted by applicable law against all resulting damages (including but not limited to damages owed by Kilo to a carrier), without prejudice to the limitations of liability contained herein.

Section 9: Indemnification

You agree to indemnify, defend, and hold harmless the Kilo Parties from all Losses incurred by the Kilo Parties in connection with any action, claim, or proceeding arising out of or related to your breach of these Terms, your violation of applicable laws, rules, or regulations, a dispute between you and any of your suppliers, dealers, distributors, OEMs, resellers, or customers, or your use of the products or services, including but not limited to your use of the products or services in any project, product, device, or other item that you sell, distribute, or give away.

Section 10: Termination

10.1 If Kilo detects possible violations by you of the Terms, Kilo reserves the right to investigate such violations. If, based on the investigation, Kilo believes that a criminal offense has occurred, Kilo reserves the right to turn the matter over to, and cooperate with, the appropriate authorities. To the extent not prohibited by applicable law, Kilo is entitled to disclose any information or materials on or in the website or services, including Your Data, that are in Kilo's possession and relate to your use of the website or services, in order to: (1) comply with applicable laws, court orders, or governmental requests, (2) enforce the Terms, (3) respond to claims that Your Data violates the rights of third parties, (4) respond to your customer service requests, or (5) protect the rights, property, or personal safety of Kilo, its users, or the public, as well as any law enforcement or other government officials, as Kilo deems necessary or appropriate in its sole discretion.

10.2 If Kilo, in its sole discretion, determines that you have violated any part of these Terms or otherwise behaved inappropriately for the website and/or services, Kilo reserves the right to:

10.2.1 Warn you via email that you have violated the Terms;

10.2.2 Delete Your Data;

10.2.3 Terminate your subscription to any services;

10.2.4 Notify the appropriate law enforcement authorities and/or submit Your Data to them and/or fully cooperate with them; and/or

10.2.5 Take any other action Kilo deems appropriate.

10.3 These Terms commence on the day you agree to them (as described in the preamble above) and remain in full force and effect as long as you use the website and/or services, unless earlier terminated in accordance with the Terms.

10.4 If payment cannot be charged by your payment provider for any reason, if you have violated a material provision of these Terms, or if Kilo is required by law to do so (e.g., if providing the website and/or services becomes or is unlawful), Kilo has the right to suspend or terminate all services provided to you immediately and without prior notice. You agree that all terminations for cause shall be made at Kilo's sole discretion and that Kilo shall not be liable to you or any third party for termination of your account.

10.5 If you wish to terminate the services provided by Kilo, you may do so by: (a) notifying Kilo at any time, and (b) closing your account for all services you use. Your notice should be sent in writing to Kilo's address listed below. If you close your account pursuant to this Section 10.5, you are entitled to continue using the services until the end of the respective subscription term (if applicable), and you are not entitled to a refund.

10.6 Termination of a service includes removal of access to that service and barring of further use of the service. Termination of all services also includes deletion of your password and all related information, files, and Your Data associated with or stored in your account (or any part thereof). Subject to Section 10.5, your right to use the respective service ends immediately upon termination. You understand that any termination of services may involve deletion of Your Data associated therewith from Kilo's databases. Kilo shall have no liability to you whatsoever for any suspension or termination, including for deletion of Your Data. All provisions of these Terms which by their nature should survive termination of the services shall survive, including but not limited to ownership provisions, disclaimers, and limitations of liability.

Section 11: U.S. Government Rights

Our services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If our services are acquired by or on behalf of an agency other than the Department of Defense ("DOD"), our services are subject to these Terms of Use pursuant to FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of an agency within the Department of Defense, our services are subject to these Terms of Use pursuant to Defense Federal Acquisition Regulation ("DFARS") 227.7202-3. Additionally, DFARS 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause supersedes and replaces any other FAR, DFARS, or other clauses or provisions that govern the government's rights to computer software or technical data under these Terms of Use.

Section 12: Miscellaneous

12.1 You agree, upon reasonable request by Kilo, to participate in reasonable marketing activities related to Kilo's services, including providing references for potential customers. You further agree that Kilo may use your name(s), trade name(s), and logo(s) on Kilo's website and in promotional materials and may disclose that you are a Kilo customer.

12.2 Waiver of, or failure to enforce, any provision of these Terms in one instance shall not be deemed a waiver of any other provision or of the same provision in another instance.

12.3 These Terms and your rights and obligations hereunder may not be assigned, subcontracted, delegated, or otherwise transferred without Kilo's prior written consent, and any attempt to assign, subcontract, delegate, or transfer in violation of this provision shall be null and void.

12.4 The headings in these Terms are for convenience only.

12.5 Questions regarding these Terms may be directed to [email protected].

12.6 If any provision of these Terms is deemed invalid or unenforceable, such provision shall be interpreted in a manner that most closely approximates the parties' original intent, and the remaining provisions shall remain in full force and effect.

12.7 If Kilo requires you to provide an email address, you are responsible for providing Kilo with your most current email address. If the last email address you provided is not valid or is for any reason incapable of delivering to you the notices required/permitted by these Terms, Kilo's dispatch of an email containing such notice shall nonetheless constitute effective notice. You may give notice to Kilo at the following address: [email protected]. Such notice shall be deemed received when Kilo receives it by letter via a nationally recognized overnight courier service or prepaid first-class mail at the address above.

12.8 These Terms constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter of these Terms and supersede and merge all prior discussions between the parties with respect to such subject matter.

Section 13: Company Identity and Contact Information

Chirp USA, LLC (d/b/a Kilo), 336 E. College Ave, Suite 301, Tallahassee, FL 32301, USA. Email: [email protected]

Section 13.1: Kilo Electronics (German Subsidiary) - Kilo Electronics is operated by Kilo IoT GmbH and is a separate legal entity. The Kilo Electronics online store and hardware distribution services are provided by Kilo IoT GmbH under its own terms and conditions. For Kilo Electronics legal notices and seller identity information, please refer to the Kilo Electronics terms linked on the Store.

Section 14: Kilo Electronics Store

The Kilo Electronics online store at kiloelectronics.com is operated by Kilo Electronics (Kilo IoT GmbH) under its own terms and conditions. This website's Terms do not govern sales, shipping, returns, or other store-related matters. Please refer to the Kilo Electronics terms linked on the Store.

Payments for store purchases are processed via the available methods shown at checkout, including but not limited to Stripe, PayPal, Amazon Pay, Sofort, and Giropay.

Payments are due immediately unless otherwise stated.

Stripe Payments Europe, Ltd. processes card payments on behalf of Kilo. Special terms may apply when using certain payment methods and will be communicated to you during checkout. For deliveries outside the European Union, additional costs (e.g., customs duties, taxes, bank fees) may apply, which are your responsibility.

Retention of Title

All goods remain the property of Kilo until full payment of the purchase price.

For business customers only:

Title remains reserved until full settlement of all claims arising from the ongoing business relationship.
If you resell the goods in the ordinary course of business, you hereby assign to Kilo all claims arising from the resale up to the amount of the invoice total. Kilo hereby accepts this assignment.
You remain entitled to collect these claims, but must assign them to Kilo upon request if you fail to meet your payment obligations.
If the goods are combined or mixed with other items, Kilo acquires co-ownership of the new item in proportion to the invoice value of the goods to the other combined items at the time of processing.
At your request, Kilo will release securities if the realizable value of the securities exceeds the claims to be secured by more than 10%.

Transfer of Risk

For consumers, the risk of accidental loss or accidental deterioration of the goods passes upon delivery.

For business customers, the risk passes upon handover of the goods to the carrier.

Warranty

Statutory warranty rights apply.

For consumers: Consumers are encouraged to check the goods upon receipt for completeness, visible defects, and transport damage and to report any issues to Kilo and the carrier without delay. Failure to report issues does not affect statutory warranty rights.

For business customers:

Only Kilo's own product descriptions and the manufacturer's specifications are deemed to be the agreed quality of the goods.
In the event of defects, Kilo may choose to remedy them or replace the goods. If two attempts at repair fail, you may request a price reduction or rescission of the contract.
The warranty period for business customers is one (1) year from delivery, unless the defect concerns life, body, health, or gross negligence.

Choice of Law and Place of Jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

For consumers, this choice of law applies only insofar as it does not conflict with the mandatory protective provisions of the law of their habitual residence.

For business customers, the exclusive place of jurisdiction is Kilo's registered office in Tallahassee, Florida, USA. Kilo is not willing or obligated to participate in dispute resolution proceedings before consumer arbitration boards.

Online platform for dispute resolution of the European Commission: https://ec.europa.eu/odr