Terms of Sale

1. Acceptance of Terms

This Terms of Sale, Limited Warranty, Limitation of Liability, and 3D Model License Agreement (“Agreement”) is between Systemix Software, Inc., a Maryland corporation, doing business as Blinkenstuff (“Seller,” “we,” “us”) and the person or entity purchasing a Product (“Buyer,” “you”). By placing an order for a Product through Seller’s website, Shopify store, Tindie listing, eBay listing, or any other sales channel, or by opening, installing, assembling, or using a Product, Buyer accepts and agrees to be bound by this Agreement. If Buyer does not agree to these terms, Buyer’s sole remedy is to not complete the purchase, or to return the unused, unopened Product in accordance with Seller’s return policy before use.

Seller may present this Agreement at checkout as a checkbox or link Buyer must affirmatively accept (“I agree to the Terms of Sale”). Where a sales channel (e.g., eBay, Tindie) does not support a checkout-time checkbox, this Agreement is incorporated by reference into the listing and is deemed accepted upon purchase, and is also included with the Product and posted on Seller’s website.

2. Definitions

• “Product” means either a Built Unit or a Kit, as defined below.

• “Built Unit” means a fully assembled Blinkenstuff USB peripheral, ready to connect to a host computer without further assembly.

• “Kit” means the internal electronics assembly (PCB/PCBA and associated components) of the device, sold without a finished enclosure, together with access to the Licensed Materials so Buyer can fabricate an enclosure and complete assembly.

• “Licensed Materials” means the 3D model files, technical drawings, and related enclosure design files that Seller makes available (e.g., on Seller’s website) for the purpose of fabricating an enclosure for a Kit, and any documentation Seller provides with them.

• “Intellectual Property Rights” means all copyrights, patent rights (including rights in pending and future patent applications), trade secret rights, trademark rights, and any other proprietary or intellectual property rights, worldwide.

• “Fabricate” means to 3D print, mill, mold, or otherwise physically produce a copy of an enclosure from the Licensed Materials.

• “Warranty Period” means ninety days from the date of delivery of a Built Unit, or the electronics assembly portion of a Kit.

• “Seller’s Website” means any place that the Seller has chosen to publish its licensed material. This may include domains such as blinkenstuff.com, blinkenhub.com, or any other site the Seller has control over, such as the Seller’s github repositories.

3. Products

3.1 Built Unit. A Built Unit is sold complete and ready for use. No assembly by Buyer is required or contemplated, and this Agreement’s enclosure-related license and assumption-of-risk provisions (Sections 4 and 10) do not apply to a Built Unit purchase.

3.2 Kit. A Kit is sold as electronics only. Buyer is solely responsible for fabricating a suitable enclosure (whether using the Licensed Materials or Buyer’s own design) and for final assembly. Seller makes no representation that any particular fabrication method, material, or 3D printer will produce an enclosure that is safe, functional, or fit for any purpose, and Buyer assumes all risk associated with self-assembly as set out in Section 10.

4. License Grant — 3D Model (Kit Purchasers Only)

4.1 Grant. Subject to Buyer’s compliance with this Agreement, and solely upon purchase of a Kit, Seller grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and Fabricate the Licensed Materials, solely to produce one enclosure per Kit purchased, and solely for Buyer’s own personal, non-commercial use in completing that Kit into a working device.

4.2 No license without purchase. Access to or viewing of the Licensed Materials on Seller’s Website does not itself grant any license. The license in Section 4.1 arises only upon a bona fide purchase of a Kit and is limited to the quantity of Kits actually purchased.

4.3 Term. The license granted in this Section continues unless and until terminated under Section 4.4.

4.4 Termination. Seller may terminate this license immediately upon written notice if Buyer breaches Section 6 (Restrictions) or any other material term of this Agreement. Sections 5 (Reservation of Rights), 6 (Restrictions), 7 (Limited Warranty), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Assumption of Risk — Self-Assembly of Kits), 11 (Indemnification), 12 (Governing Law; Venue), and 13 (General Provisions) survive termination of this license or expiration of this Agreement.

5. Reservation of Rights; Patent Rights

5.1 Ownership. As between Seller and Buyer, Seller owns and retains all right, title, and interest in and to the Licensed Materials, the Product design (including the enclosure design, the PCB/PCBA design, and any firmware or software), and all associated Intellectual Property Rights, including any copyrights in the 3D model files and any patent rights that may arise from an application Seller has filed or may file. No rights are granted to Buyer except the limited license expressly set out in Section 4.

5.2 No implied licenses. Nothing in this Agreement grants Buyer any right, by implication, estoppel, or otherwise, to reproduce, distribute, publicly display, publicly perform, modify, create derivative works from, sublicense, sell, rent, lease, or commercially exploit the Licensed Materials or any Product design, or to practice any patent claim Seller may obtain, beyond the license in Section 4.1.

5.3 Patent notice. Seller may have filed, or may in the future file, one or more patent applications covering aspects of the Product design. Nothing in this Agreement, and no act of purchase, assembly, use, or resale of a Product, grants Buyer any license, express or implied, under any such patent application or any patent that may issue from it, beyond ordinary use of the specific Product unit Buyer purchased.

5.4 Feedback. If Buyer voluntarily provides Seller with suggestions, comments, or other feedback about the Product or Licensed Materials, Seller may use that feedback without restriction or obligation to Buyer.

6. Restrictions

Buyer will not, and will not permit any third party to:

• Distribute, share, post, upload, or otherwise make the Licensed Materials available to any third party, in original or modified form;

• Fabricate more enclosures than the number of Kits actually purchased, or Fabricate enclosures for sale, rent, or other commercial distribution;

• Reverse engineer, decompile, or otherwise attempt to derive the underlying design files, source models, or manufacturing data from a Built Unit or an assembled Kit, except to the extent such restriction is prohibited by applicable law;

• Remove, alter, or obscure any copyright, trademark, patent-pending, or other proprietary notice on the Licensed Materials or the Product;

• Use the Licensed Materials or any Product design to develop, manufacture, or market a competing product; or

• Represent that Buyer is Seller, is affiliated with Seller, or has rights in the Licensed Materials beyond the license in Section 4.1.

7. Limited Warranty

7.1 Coverage. Seller warrants that during the Warranty Period a Product will be free from defects in materials and workmanship under normal use.

7.2 Remedy. Seller’s entire liability, and Buyer’s exclusive remedy, for a breach of this warranty is, at Seller’s option, repair, replacement, or refund of the purchase price for the affected Product. This remedy is available only if Buyer notifies Seller of the defect during the Warranty Period and, if requested, returns the Product in accordance with Seller’s instructions.

7.3 Exclusions. This warranty does not cover: damage from misuse, accident, unauthorized modification, or improper installation; an enclosure fabricated by Buyer or any third party (whether or not using the Licensed Materials); cosmetic wear; damage from static discharge, electrical surge, or liquid exposure; or a Kit’s electronics after Buyer has completed assembly, to the extent the defect resulted from that assembly.

7.4 Kits. Seller’s warranty for a Kit is limited to the electronics assembly as delivered and does not extend to the fitness, safety, or durability of any enclosure Buyer fabricates, whether from the Licensed Materials or otherwise.

8. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 7, THE PRODUCT, THE LICENSED MATERIALS, AND ANY ENCLOSURE FABRICATED FROM THEM ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, IT IS LIMITED IN DURATION TO THE WARRANTY PERIOD SET OUT IN SECTION 2.

Seller considers the Product to not be a consumer good under Maryland law.

Seller does not warrant that the Licensed Materials, or any enclosure Buyer fabricates from them, will be error-free, dimensionally accurate for every fabrication method or printer, or suitable for any particular use, environment, or regulatory requirement.

Some jurisdictions do not allow the exclusion or limitation of implied warranties, so some of the above exclusions may not apply to Buyer. In that case, such exclusions apply only to the maximum extent permitted by law.

9. Limitation of Liability

9.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PRODUCT, THE LICENSED MATERIALS, OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY IN TORT), AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET OUT IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

9.2 Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S TOTAL CUMULATIVE LIABILITY TO BUYER ARISING OUT OF OR RELATING TO THE PRODUCT, THE LICENSED MATERIALS, OR THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, INCLUDING STRICT LIABILITY IN TORT, WILL NOT EXCEED THE AMOUNT BUYER ACTUALLY PAID SELLER FOR THE SPECIFIC PRODUCT UNIT GIVING RISE TO THE CLAIM.

9.3 Basis of the bargain. Buyer acknowledges that Seller has set its prices and entered into this Agreement in reliance on the warranty disclaimers and limitations of liability in Sections 8 and 9, that these limitations are an essential basis of the bargain between the parties, and that they will apply even if a limited remedy fails of its essential purpose.

9.4 Carve-outs required by law. Nothing in this Agreement limits or excludes Seller’s liability for death or personal injury caused by Seller’s gross negligence or willful misconduct, for fraud, or for any other liability that applicable law does not permit to be limited or excluded. Where applicable law does not permit a limitation this Agreement purports to impose, that limitation applies only to the maximum extent that law allows, and the remaining provisions of this Agreement remain in full force.

9.5 Kit-specific acknowledgment. Buyer acknowledges that a Kit’s enclosure is fabricated by Buyer, not Seller, and that Seller’s liability limitations in this Section 9 apply with equal force to any claim arising from a Buyer-fabricated enclosure, including a claim framed as a manufacturing or design defect in the underlying Licensed Materials.

10. Assumption of Risk — Self-Assembly of Kits

Buyer understands and agrees that:

• A Kit requires Buyer to fabricate an enclosure and perform final assembly before the device is usable;

• The quality, dimensional accuracy, and mechanical or electrical safety of any enclosure Buyer fabricates depends on factors entirely outside Seller’s control, including Buyer’s fabrication equipment, materials, settings, and skill;

• Buyer is solely responsible for inspecting the assembled device before use, for ensuring assembly does not create a short circuit, pinch point, thermal, or other hazard, and for not using the assembled device if it appears damaged, improperly assembled, or unsafe; and

• Buyer voluntarily assumes all risk of injury, property damage, or product malfunction arising from Buyer’s fabrication or assembly of a Kit, to the maximum extent permitted by applicable law.

11. Indemnification

Buyer will indemnify, defend, and hold harmless Seller and its officers, employees, and agents from and against any third-party claim, loss, liability, damage, and expense (including reasonable attorneys’ fees) arising out of: (a) Buyer’s fabrication, assembly, or modification of a Kit or its enclosure; (b) Buyer’s breach of Section 6 (Restrictions); or (c) Buyer’s use of the Product, the Licensed Materials, or any enclosure Buyer fabricates in violation of this Agreement or applicable law. This obligation does not apply to the extent a claim arises from Seller’s gross negligence or willful misconduct.

12. Governing Law; Venue

This Agreement is governed by the laws of the State of Maryland, without regard to its conflict-of-laws principles, and without regard to the United Nations Convention on Contracts for the International Sale of Goods, which the parties expressly exclude. The parties consent to the exclusive jurisdiction and venue of the state courts located in Howard County, Maryland (or, for federal matters, the U.S. District Court for the District of Maryland, Northern Division), for any dispute arising out of or relating to this Agreement or a Product, and waive any objection to venue or personal jurisdiction there.

13. General Provisions

13.1 Severability. If any provision of this Agreement is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

13.2 Entire agreement. This Agreement, together with any order confirmation and Seller’s published return policy, is the entire agreement between the parties regarding the Product and the Licensed Materials, and supersedes any prior or contemporaneous understandings on that subject.

13.3 Assignment. Buyer may not assign this Agreement or the license in Section 4 without Seller’s prior written consent. Seller may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

13.4 No waiver. Seller’s failure to enforce any provision of this Agreement is not a waiver of that provision or of Seller’s right to enforce it later.

13.5 Amendment. Seller may update this Agreement from time to time for future purchases by posting a revised version on its website; the version in effect at the time of Buyer’s purchase governs that purchase.

13.6 Notices. Notices to Seller should be sent to the contact address listed on Seller’s website or order confirmation.

14. Acceptance

By checking the acceptance box at checkout, or by opening, assembling, or using a Product, Buyer acknowledges having read and agrees to be bound by this Agreement.