RFNM CROWDFUNDING CAMPAIGN TERMS
1. TERMS OF AGREEMENT. These terms and conditions (the “Terms”) apply to and form an integral part regulating the online crowdfunding campaign conducted on the RFNM website beginning on or about the 1st of September 2023.
Acceptance by Backer of these Terms may be evidenced by Backer or its representative’s: (i) payment on the crowdfunding page of the website, (ii) clicking an acceptance button or checking an acceptance box online or similar act of acceptance or (iii) other conduct constituting acceptance.
a) RFNM: RFNM Srl, Via G. Galilei 92, 36036 Torrebelvicino VI Italy, VAT IT04446800247.
b) Backer: Entity entering this contract and backing the RFNM online crowdfunding campaign.
c) Reward: Physical product RFNM agrees to produce and ship to backers in exchange for their campaign contributions.
3. CROWDFUNDING CAMPAIGN BACKING PROCESS
By accepting those terms and backing the RFNM campaign, Backer is donating an amount corresponding to the Reward they expect to be receiving. Rewards are not guaranteed, and donations are non-refundable.
4. REWARD SHIPMENT TIMELINES
RFNM has invested significant amounts of money into the stock required to manufacture the rewards, and this stock is now available at RFNM’s warehouses. Due to the economies of scale of a mass-manufacturable product, RFNM is asking Backers to donate to the crowdfunding campaign before the product is to be manufactured.
With the exception of the daughterboards, for which RFNM is awaiting market information to commit to the correct purchase orders, RFNM is not accepting campaign contributions in exchange of rewards it doesn’t have local stock to manufacture. As such, the biggest delay in the delivery of the Rewards is expected to be closing the design and making it as reliable and high performance as possible.
5. NO REFUNDS.
No refund can be offered on donations submitted by Backers, as this would create a cash crunch and the possibility of bankruptcy.
6. NO WARRANTY.
RFNM’s rewards for the crowdfunding campaign are very advanced electronic boards that need to be handled by a professional technician in order not to result in permanent damage of a reduction in functionality. As such, no warranty is offered on the campaign rewards.
7. LIMITATION OF LIABILITY.
(a) EXCEPT AS PROVIDED IN SECTION 8, NOTWITHSTANDING ANYTHING TO THE CONTRARY, RFNM SHALL IN NO CASE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST SAVINGS) ARISING OUT OF ANY AGREEMENT WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY – EVEN IF RFNM HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RFNM BE LIABLE FOR EXCESS PROCUREMENT COSTS AND REWORK CHARGES.
b) Any claim for damages must be brought by Backer within ninety (90) days of the date of the event giving rise to any such claim, and any lawsuit relative to any such claim must be filed within one (1) year of the date of the claim. The limitations of liability set forth in this Section 5 will be read to apply to any liability of RFNM Affliates, as aggregated with the liability of RFNM.
8. APPLICABLE LAW EXCEPTIONS. NOTHING IN SECTIONS 3, 4, 5 OR 6 SHALL EXCLUDE OR LIMIT RFNM’S WARRANTY OR LIABILITY FOR LOSSES TO THE EXTENT THAT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ONLY THE EXCLUSIONS AND LIMITATIONS THAT ARE LAWFULLY APPLIED TO BACKER WILL APPLY TO BACKER, AND RFNM’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. The limitations liability set forth in Section 8 shall not apply to death or personal injury caused by the negligence of RFNM.
9. COMPLIANCE WITH LAWS. Each party hereto represents that it its duly authorized to enter into the Agreement and represents that with respect to its performance hereunder, and that each will comply with all applicable federal, state and local laws.
10. REGULATORY REQUIREMENTS. RFNM is not responsible for determining whether any Reward satisfies the local regulatory requirements of the country to which such devices are to be delivered, and RFNM shall not be obligated to provide any devices where the resulting devices do not satisfy any regulatory requirements.
11. ASSIGNMENT AND SETOFF. Backer shall not assign any rights or obligations under the Agreement without the prior written consent of RFNM. Backer hereby waives any and all rights to offset existing and future claims against any payments due for Rewards provided under the Agreement or under any other agreement that Backer and RFNM may have and agrees to pay the amounts hereunder regardless of any claimed offset which may be asserted by Backer or on its behalf.
12. GOVERNING LAW.
(a) ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT) BETWEEN BACKER AND RFNM, its agents, employees, principals, successors, assigns, affiliates, subsidiaries, arising from or relating to the campaign backing process, these Terms, its interpretation or the breach, termination or validity thereof, RFNM’s advertising (each, a ”Dispute”) shall be governed by the laws of the Republic of Italy, each without regard to conflicts of law. The parties agree that the UN Convention for the International Sale of Goods will have no force or effect on this Agreement.
13. BREACH AND TERMINATION. Without prejudice to any rights or remedies RFNM may have under the Agreement or at law, RFNM may, by written notice to Backer, terminate with immediate effect the Agreement, or any part thereof, without any liability whatsoever, if: (i) Backer fails to make payment for any Reward to RFNM when due; (ii) Backer fails to accept conforming Reward supplied hereunder; (iii) a voluntary or involuntary petition in bankruptcy or winding up is filed against Backer, any proceedings in insolvency or bankruptcy (including reorganization) are instituted against Backer, a trustee or receiver is appointed over Backer, any assignment is made for the benefit of creditors of Backer; or (iv) Backer violates or breaches any of the provisions of these Terms. Upon occurrence of any of the events referred to above under (i) through (iv), all payments to be made by Backer under the Agreement shall become immediately due and payable. In the event of cancellation, termination or expiration of any Agreement, the following terms and conditions will survive: Sections 1, 3, 4 (as to limitations, disclaimers, and exclusions), and 7-19.
14. REWARDS AND REWARD PRODUCTION CHANGES. RFNM reserves the right to make at any time Reward or production changes. In such event, such changes shall not on the whole negatively affect the performance characteristics of Rewards.
15. FORCE MAJEURE. RFNM party will not be deemed in default of an Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, war, civil war, insurrections, strikes, fires, floods, earthquakes, labor disputes, epidemics, governmental regulations, freight embargoes, natural disaster, act of government, or any other cause beyond its reasonable control.
16. REJECTION OF OTHER TERMS, ACCEPTANCE BY AGENTS. Any specifications and any terms or conditions set forth on any document or documents issued by Backer (including “pull order”) either before or after issuance of any offer, order confirmation, or other document by RFNM are hereby explicitly rejected and disregarded by RFNM, and any such document shall be wholly inapplicable to any campaign contribution made to RFNM and shall not be binding in any way on RFNM.
17. CONTRACT CONSTRUCTION. In the event that any provision(s) of the Agreement or these Terms shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions hereof. The word “or” as used in this Agreement has the meaning equivalent to “and/or”. The terms ‘include’, ‘includes’ and ‘including’ will be deemed to be immediately followed by the phrase “without limitation.”
18. WAIVER. The failure on the part of either party to exercise, or any delay in exercising, any right or remedy shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy arising therefrom preclude any other or future exercise thereof or the exercise of any other right or remedy or by any related document or by law.
19. RELATIONSHIP OF PARTIES. The parties are independent contractors. No provision of these Terms will or shall be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between RFNM and Backer, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to such entities. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of another party except as specified in these Terms.
RFNM ONLINE CAMPAIGN TERMS Ver. 1.A – Revised August 27, 2023