Adroit Worldwide Media, Inc.

Frictionless Terms of Use

Adroit Worldwide Media, Inc., a Delaware corporation (“AWM”, “us” or “we”), offers this application, including all information, software, products and services available from this application or offered as part of or in conjunction with this application (the "App"), to you, the user, conditioned upon your acceptance of all of the terms, conditions, policies and notices stated in these Terms of Use. Please read these Terms of Use before using the App or entering any store utilizing the App and the technology related to the AWM Frictionless™ platform (the “Platform”). AWM reserves the right to make changes to these Terms of Use at any time.

Your continued use of the App or the Platform constitutes your agreement to all terms and conditions set forth in these Terms of Use, as modified from time to time. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE, PLEASE DO NOT USE THE APP, BECAUSE BY USING THE APP YOU WILL BE DEEMED TO HAVE AGREED TO THESE TERMS OF USE.

Frictionless Stores

When you arrive at a Frictionless™ store (each, a “Store”) and check-in to initiate a Frictionless™ shopping session, your physical presence in the Store is registered on the Platform and you can then begin browsing the Store.

As you move through the Store, cameras track you and your identity may be validated with facial matching. This combination improves accuracy of associations of product selections (and put-backs), which helps eliminate billing errors. However, we cannot guarantee there will be no errors on the Platform. Possible errors include mistakes during check-out, such as your account being charged for incorrect items or items not being removed from your cart if you place an item in an unusual location, such as outside of the view of cameras. AWM can correct such errors. Please promptly contact us using the App if such errors occur so that we can make such corrections and improve the Platform.

When you are done shopping, you simply exit the Store with your products, which are automatically charged. A digital receipt is sent to you via email and is also available within your online account. By default, the preferred payment method in your digital wallet is utilized to pay, but you may also select a different method any time prior to leaving the Store.

Machine learning may track your purchases and intelligently make shopping list recommendations during future shopping visits, adaptively tuning suggestions as products are placed into the cart. For example, if you purchase a steak, you might also tend to purchase marinade. So, marinade becomes a real-time suggestion, as well as a “did-you-forget?” suggestion upon leaving the Store if not purchased.

You agree to be charged for products selected in the Store and taken by you and your guests.

Use of the App

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use the App only with involvement of a parent or guardian. You must comply with applicable age requirements under applicable law to purchase alcohol. AWM reserves the right to refuse service, terminate accounts, or terminate your rights to use the App in its sole discretion.

You may use the App only for purposes expressly permitted by the App. You may not use the App for any other purpose, including any commercial purpose, without AWM’s express prior written consent.

You may not: (a) access or use, or attempt to access or use, the App to take any action that could (i) harm AWM, the Retailer or any other third-party, (ii) interfere with the operation of the App or the Platform, or (iii) violate any laws; (b) intentionally attempt to avoid being charged for any products, including by hiding products from view of cameras, obstructing or damaging camera functionality; (c) take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure; (d) engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information; (e) use any device, software, or routine to interfere or attempt to interfere with the proper working of the App or the Platform or any activity conducted on the Platform or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network; (f) engage in any other conduct that restricts or inhibits any person from using the Platform, or that, in our sole judgment, exposes AWM, the Retailer, or any of our users, affiliates, or any other third-party to any liability, damages, or detriment of any type; or (g) use the App for the purpose of competing with AWM.

License Grant

Subject to your compliance with these Terms of Use, AWM grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the App. This license does not include any derivative use of the App or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms of Use are reserved and retained by AWM. Neither the App, the Platform, nor any part of the App or the Platform, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of AWM. The license granted by AWM automatically terminates if you do not comply with these Terms of Use.

Frictionless Store Operators

Frictionless stores are operated by independent retailers (each, a “Retailer”).

Each Retailer retains discretion regarding operation of its Store, including Store layout, safety, pricing and availability of products. Any issues that you may have at the Retailer’s Store, including customer service, returns, safety concerns, should be addressed directly with the Retailer.

Notwithstanding the foregoing, each Retailer is an intended third-party beneficiary of these Terms of Use.

AWM has no responsibility for the operation of Stores by Retailers. You acknowledge that AWM is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of information with a Store.

AWM cannot ensure that you will be satisfied with any products that you purchase from any Store. AWM does not endorse any of the products, nor has AWM taken any steps to confirm the quality or reliability of any products sold in Stores. AWM does not make any representations or warranties as to any products in Stores, and you irrevocably waive any claim against us with respect to such products. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any purchase of a product in a Store.

Each Retailer sets its own return policies. If you have questions regarding the applicable Retailer’s return policies, please either contact the Retailer or contact us using the help function in the App.

Payment Processors

A third-party payment processor is used by the Retailer (“Payment Processor”) to process payments that you make in the Store. Your payment processing is be subject to the terms, conditions and privacy policies of the applicable Payment Processor. Neither AWM nor the Retailer controls, and both AWM and the Retailer expressly disclaim, any liability for the security, performance, or any errors or omissions of the Payment Processor.

Privacy

Your privacy is important to us. To better protect your privacy, we provide a notice explaining our information practices and the choices you can make about the way your information is collected and used in the App. Click here for our Privacy Policy, which forms part of these Terms of Use.

By using the App and the Platform you consent to (1) being recorded by cameras located in the Store and (2) AWM and the Retailer with whom you are shopping with will have access to any data that may be gathered based upon your use of the Platform.

How To Contact Us

The App and the Platform are controlled and operated by Adroit Worldwide Media, Inc., 26940 Aliso Viejo Parkway, Suite 120, Aliso Viejo, CA 92656. The phone number is 1-949-716-9143. Please send any comments or questions (“Customer Input”) regarding the App or the Platform to
support-frictionless@smartshelf.com or using the help function in the App.

You agree that AWM has the right to use Customer Input without any compensation to you, and you hereby assign to AWM all rights, title, and interest in and to any Customer Input you provide. Submission of Customer Input is governed by our Privacy Policy. Without limiting the generality of the foregoing, we are free to use any Customer Input for any purpose, including developing, manufacturing and marketing products.

Copyright

Except for material in the public domain under United States copyright law, all material contained in the App (including all software and other code) is protected by United States and foreign copyright laws. Except as otherwise expressly provided in these Terms of Use, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, transfer, or sell any material contained in the App without the prior consent of the copyright owner.

None of the material contained in the App may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recording or otherwise), resold or redistributed without the prior written consent of AWM. Violation of this provision may result in civil and criminal penalties.

Disclaimer of Warranties

YOUR USE OF THE APP AND THE PLATFORM IS AT YOUR OWN RISK. THE APP, THE PLATFORM AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THE APP AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AWM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. AWM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APP OR THE PLATFORM WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT AWM’S SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AWM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT IN THE APP AND THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. AWM MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE APP AND THE PLATFORM WILL NOT INFINGE THE RIGHTS OF OTHERS AND AWM ASSUMES NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF THE APP OR THE PLATFORM. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

No agent or representative has the authority to create any warranty regarding the App or the Platform on behalf of AWM. AWM reserves the right to change or discontinue at any time any aspect or feature of the App or the Platform.

All of the information in the App, whether historical in nature or forward-looking, speaks only as of the date the information is posted on the App, and AWM does not undertake any obligation to update such information after it is posted or to remove such information from the App if it is not, or is no longer, accurate or complete.

Limitation of Liability

AWM DOES NOT ACCEPT AND SHALL NOT HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE APP OR THE PLATFORM OR THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT IN THE APP OR THE PLATFORM, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF AWM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You agree to indemnify and hold harmless AWM and its officers, directors, shareholders, employees, agents, distributors and affiliates (the “Indemnified Parties”) from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from your breach of any of these Terms of Use.

Jurisdictional Issues and Dispute Resolution

The App and the Platform are controlled and operated by AWM from its offices within the State of California, United States of America. These Terms of Use shall be governed by, construed and enforced in accordance with the laws of the State of California, as they are applied to agreements entered into and to be performed entirely within California.

Any dispute or claim relating in any way to your use of the App or the Platform will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms of Use.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms of Use as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our address set forth above. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. AWM will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, AWM will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

General Terms

If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable for this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between the parties relating to the matters contained herein.